Wheelchair Track Field of the U.S.A

B Y L A W S

of

WHEELCHAIR TRACK FIELD OF THE U.S.A.

Version 6

June. 1997

Published by authority of the Board of Directors

of

Wheelchair Track Field of the U.S.A. Inc.

Philip C. Galli, Chairperson

T A B L E O F C O N T E N T S

I N T R O D U C T I O N

R E V I S I O N H I S T O R Y

ARTICLE I OFFICES

ARTICLE II PURPOSES, AIMS AND OBJECTIVES

ARTICLE III MEMBERSHIP

ARTICLE IV MEETINGS

ARTICLE V BOARD OF DIRECTORS

ARTICLE VI OFFICERS

ARTICLE VII EXECUTIVE COMMITTEE

ARTICLE VIII COMMITTEES

ARTICLE IX CONTRACTS, CHECKS, DEPOSITS AND FUNDS

ARTICLE X CONFLICTS OF INTEREST

ARTICLE XI CERTIFICATES OF MEMBERSHIP

ARTICLE XII BOOKS AND RECORDS

ARTICLE XIII DUES

ARTICLE XIV CORPORATE SEAL

ARTICLE XV FISCAL YEAR

ARTICLE XVI INDEMNIFICATION AND INSURANCE

ARTICLE XVII WAIVER OF NOTICE

ARTICLE XVIII AMENDMENTS

I N T R O D U C T I O N

This booklet contains the complete text of the Bylaws of

Wheelchair Track Field of the U.S.A., Inc. (WTFUSA), the

National Governing Body of Wheelchair Track Field in this

country. To determine which version you have and the date,

please refer to the table on the following page. As each

revision is made, it will be added to the table.

The content of this booklet is the property of WheelchairTrack Field of the U.S.A., Inc., a State of TexasnonprofitCorporation. Wheelchair Track Field of the U.S.A., Inc. is amember organization of Wheelchair Sports, U.S.A., a Group Emember of the United States Olympic Committee. All rights arereserved under United States, Pan-American and InternationalCopyright and Service Mark conventions. By virtue of possession of a complete and unaltered copy ofthese Bylaws, a limited license to copy is hereby granted to thepossessor of this material under the following restrictions andconditions:

1.Absolutely no alterations are allowed in the content ofthese Bylaws except as authorized by authority of theBoard of Directors of Wheelchair Track Field of theU.S.A., Inc.

2.All information contained in this booklet, including thispage, must be copied and distributed exactly as it wasreceived by the holder.

3.No charge may be made for the material contained in thisbooklet. A reasonable charge may be made to covercosts of copying and duplication costs.

A couple of final thoughts: This copy of our Bylaws should,by no stretch of the imagination, be considered a finisheddocument. There are probablyany number of mistakes and omissions. Almost all of us arevolunteers, after all, and devote time and effort to wheelchairsports as a labor of love, receiving no pay or compensation ofany type. Unfortunately, this means that the effort getsshoehorned into any spare time left over from earning a living,taking care of the house and family, etc. If you note anyerrors, typos, omissions, etc., please jot them down and give orsend them to the Chairperson or any member of the Board

of Directors.

We plan to update the Bylaws as time and effortpermit and any errors reported will be corrected. Each member ofthe Board of Directors will receive a copy of the Bylaws. Athletes, coaches and other interested persons may receive a copy.

R E V I S I O N H I S T O R Y

Version 1: Original Bylaws as filed with the State of Texas.

Version 2: Added Nominations and Elections Committees as perrequest of NWAA Credentials Committee. May, 1989.

Version 3: Added Standing Sport Committees and StandingAdministrative Committees as per mail ballot approvedby general membership. Added Article XVI, Section Aas per mail ballot approved by general membership. Added general rewording for clarification. AddedSection C to Article XVI as per B.O.D. under ArticleXVI, Section B. November 1, 1990

Version 4: Housekeeping Revisions. Changed references to ISMGFto ISMWSF to reflect name change, renumbered pages asnecessary as per Article XVI, Section C.November 12, 1990

Version 5: Added NWAA Liaison Committee as per B.O.D. underArticle XVI, Section 6. Renumbered pages asnecessary as per Article XVI, Section C.August, 1993

Version 6: General Revision by Board of Directors underauthority of Article XVIII, Section B. Changed 7Athletics to Track Field. Specified aims objectives. Decreased size of B.O.D. from 25 to 15.Expanded descriptions of duties of Officers.Eliminated Nominations; Regional Officers;International Competition; Awards, Logos Medals;Officials; Coaching Education committees. AddedJuniors Committee, Realigned committee structure duties. Renumbered pages Articles, Sections, etc.as necessary under authority of Article XVIII,Section C. May, 1997

Version 7:2007 Update

BYLAWS OF WHEELCHAIR TRACK AND FIELD OF THE UNITED STATES OF

AMERICA, INC.

A Texas nonprofit corporation hereinafter referred to as the

"Corporation" or as "WTFUSA"

ARTICLE IOFFICES

A.PRINCIPLE AND BUSINESS OFFICES. The principle officeof the Corporation in the State of Texas shall be in Houston,County of Harris. The Corporation may have such other offices,either within or without the State of Texas, as the Board ofDirectors may determine or as the affairs of the Corporation mayrequire from time to time.

B. REGISTERED OFFICE. The Corporation shall have andcontinuously maintain in the State of Texas, a registered office,and a registered agent whose office is identical with suchregistered office, as required by the Texas Nonprofit CorporationAct. The registered office may be, but need not be, identicalwith the principal office in the State of Texas, and the addressof the registered office may be changed from time to time by theBoard of Directors.

ARTICLE IIPURPOSES, AIMS AND OBJECTIVES

A.PURPOSE. Wheelchair Track and Field of the USA is anon-profit corporation designed to foster and promote thedevelopment of the sports of track, field and long distanceracing in both their recreational and competitive natures. TheCorporation is organized and operated to foster National andInternational amateur sport competition within the meaning of section 501(c)3 of the Internal Revenue Code.

B. AIMS AND OBJECTIVES.

1.To perpetuate, improve and extend the sports oftrack, field and long distance racing in the U.S.A.

2. To stimulate the interest of people in healthy sportsparticipation through track, field and long distanceracing.

3. To supervise and administer continuing track, fieldand long distance racing programs for all age groupsfor the purpose of stimulating interest anddeveloping athletes through careful preparation andplanning, utilizing new or existing facilities,resources and coaching.

4. To unify and coordinate the efforts of thoseinterested in promoting track, field and longdistance racing and to permit all interested partiesto have a vote in the development of these sports inthe U.S.A.

5. To develop programs to field competitive teams torepresent the U.S.A. at International competitionswith the express goal of maximizing the number ofmedals won in wheelchair track, field and longdistance racing.

ARTICLE IIIMEMBERSHIP

A.CLASSES OF MEMBERS. The Corporation shall have twoclasses of members; Individual Members and Organizational Members.

B. ADMISSION OF MEMBERS. Individual Members shall beadmitted to the Corporation upon written application and paymentof dues in such form and amount as from time to time may bedetermined by the Board of Directors. Organizational Membersshall be admitted to the Corporation upon written application, adetermination by the Board of Directors that admission of theprospective Organizational Member will further the purposes ofthe Corporation, and payment of dues in such form and amount asfrom time to time may be determined by the Board of Directors.

C. VOTING RIGHTS. Each Individual and OrganizationalMember shall be entitled to one vote on each matter submitted toa vote of the members.

D.TERMINATION OF MEMBERSHIPS. The Board of Directors, byaffirmative vote of two-thirds of all of the members of theBoard, may suspend or expel a member for cause after notice andappropriate hearing, and may, after notice and hearing, by amajority vote of those present at any regularly constitutedmeeting, terminate the membership of any member who becomesineligible for membership, or suspend or expel any member whoshall be in default in the payment of dues for the period fixed in Article XI1 of these Bylaws.

E. RESIGNATION. Any member may resign by filing a writtenresignation with the Secretary of the Corporation, but suchresignation with the Secretary shall not relieve the member soresigning of the obligation to pay any dues, assessments or othercharges theretofore accrued and unpaid, and the Corporation shallnot be liable to return any dues, assessments or other charges inthe event of such resignation.

F. REINSTATEMENT. Upon written request signed by a formermember and filed with the Secretary, the Board of Directors may,by the affirmative vote of two-thirds of all of the members ofthe Board, reinstate such former member to membership upon suchterms as the Board of Directors may deem appropriate.

G.TRANSFER OF MEMBERSHIP. Membership in this Corporationis not transferable or assignable.

ARTICLE IVMEETINGS

A. ANNUAL MEETINGS. An annual meeting of the membersshall be held each year in conjunction with the National Trackand Field Championships for the purpose of transacting suchbusiness as may come before the meeting. Such a meeting could be a meeting in one place with the Board members present or viatelephone or via electronic communications with direct timecapability. The Board of Directors shall set the date, time andplace of the annual meeting. Election of Directors shall takeplace every four years commencing with 1988.

B. SPECIALMEETINGS. Special meetings of the members maybe called by the Board of Directors, or not less than one-tenthof the members having voting rights.

C. PLACE OF MEETING. The Board of Directors may designateany place, either within or without the State of Texas, as theplace of meeting for any annual meeting or for any specialmeeting called by the Board of Directors. If no designation ismade or if a special meeting be otherwise called, the place ofmeeting shall be the registered office of the Corporation in theState of Texas; but if all of the members shall meet at any timeand place, either within or without the State of Texas, andconsent to the holding of a meeting, such meeting shall be validwithout call or notice, and at such meeting any Corporate actionmay be taken.

D. NOTICE OF MEETINGS. Written notice stating the place,day and hour of any meeting of members shall be delivered, eitherpersonally or by mail, to each member entitled to vote at suchmeeting, not less than ten (10) nor more than fifty (50) daysbefore the date of such meeting, by or at the direction of theChairperson, or the Secretary. In case of a special meeting orwhen required by statute or by these Bylaws, the purpose orpurposes for which the meeting is called shall be stated in thenotice if mailed. The notice of a meeting shall be deemed to bedelivered when deposited in the United States mail addressed tothe member at his address as it appears on the records of theCorporation, with postage thereon prepaid.

E. INFORMAL ACTION BY-MEMBERS. Any action required by lawto be taken at a meeting of the members, or any action which maybe taken at a meeting of members, may be taken without a meetingif a consent in writing, setting forth the action so taken, shallbe signed by all of the members entitled to vote with respect tothe subject matter thereof.

F.QUORUM. The members holding one-tenth of the voteswhich may be cast at any meeting shall constitute a quorum atsuch meeting. If a quorum is not present at any meeting of themembers, a majority of the members present may adjourn themeeting from time to time without further notice.

ARTICLE VBOARD OF DIRECTORS

A. GENERAL POWERS. The affairs of the Corporation shallbe managed by it's Board of Directors, and all the rights, andcontrol of this Corporation's property and affairs are vested inthe Board of Directors. These powers exist in the Directorsmeeting as a group and not in individual Directors, except asdelegated by the Board. The Directors have a duty to exercisecare and prudence in the administration of the affairs of thisCorporation and are responsible for disbursing the funds and property received by the Corporation only for the purposes forwhich they were received. Directors need not be residents of theState of Texas. The Board shall:

1. Require a regular accounting of all funds disbursedby the Corporation;
2. Transact the business and administer the affairs ofthe Corporation;
3. Require all income from activities of the Corporationand all income from other sources, except as may beprovided for in the Constitution and Bylaws, to bedeposited into the general fund;
4. Adopt a budget for the ensuing fiscal year prior tothe end of any current fiscal year;
5. Adopt regulations and procedures providing forexpenditure of Corporation funds, conduct of allassociation sanctioned events and tournaments, anddistribution of the income of the Corporation;
6. Arrange for bonding of the Officers of theCorporation charged with the handling of funds;
7. Provide for the various accounts and arrange for theauditing of them;
8. Designate who shall represent the Corporation in anyNational or International association with which itmay affiliate and
9. Sanction the participation of any National team orindividual to represent the U.S.A. in any track,field or long distance racing Internationalcompetition.

B. NUMBER, TENURE AND QUALIFICATIONS. The number ofDirectors shall be 15. The members of the Executive Committee(who shall be the Officers of the Corporation as specified inArticle VI) shall consist of the Chairperson, Secretary,Treasurer, and two (2) Vice Chairpersons who shall be theChairpersons of the Membership and Business DevelopmentCommittees. These members of the Executive Committee shall beelected by mail ballot of the general membership. AdditionalDirectors shall include four (4) at-large Directors also electedby mail ballot of the general membership and the Chairperson ofthe Athletes' Advisory Committee, who shall be elected by theathlete membership only. Other Directors shall include theChairpersons of the Track, Field/Pentathlon and Long DistanceRacing Committees who shall be appointed by the Chairperson,WTFUSA with the approval of the Board of Directors. The directors representing Juniors and Masters shall be appointed bythe Chairperson, WTFUSA, with the approval of the Board ofDirectors. Directors must be members of the Corporation.

C. REGULAR MEETINGS. A regular meeting of the Board ofDirectors shall be held without other notice than this Bylaw,immediately before, and at the same place as, the annual meetingof the National Delegate Assembly of Wheelchair Sports, U.S.A.The Board of Directors may provide by resolution of the time andplace, either within or without the State of Texas, for theholding of additional regular meetings of the Board without othernotice than such resolution.

D. SPECIAL MEETINGS. Special meetings of the Board ofDirectors may be called by or at the request of the Chairpersonor any two Directors. The person or persons calling a specialmeeting of the Board may fix any place, either within or withoutthe State of Texas, as the place for holding any such special meeting.

E. ELECTION AND TERM OF OFFICE. The Officers of theCorporation shall be elected between October 1 and December leach year with the elected Directors elected by a plurality ofthe returned ballots from the general membership. Each Directorshall hold office for four (4) years beginning immediatelyfollowing the announcement of their election to the-members, orJanuary 1 of the year following the election if no announcementis made. Officers shall serve staggered terms of four (4) years. Elections for the Chairperson, WTFUSA, the Chairperson of theTrack Committee, the Chairperson of the Field/PentathlonCommittee and the Chairperson of the Athletes' Advisory Committeeshall be held the last year of the Olympic quadrennium. Elections for the Secretary, the Vice Chairperson of the BusinessDevelopment Committee and one (1) at-large Director shall be heldthe first year of the Olympic quadrennium. The Juniors'Representative shall also be appointed the first year of thequadrennium. Elections for two (2) at-large Directors shall beheld in the second year of the quadrennium. The Masters'Representative shall also be appointed in the second year of thequadrennium. The Treasurer, the Vice Chairperson of theMembership Committee, the Chairperson of the Long Distance RacingCommittee and one ( 1 ) at-large Director shall be elected in thethird year of the quadrennium. New offices may be created andfilled at any meeting of the Board of Directors. Each Officershall hold office until his all have been dulyelected and shall have qualified.

F. NOTICE. Notice of any special meeting of the Board ofDirectors shall be given at least seven (7) days previouslyThereto by written notice delivered personally or sent by mail or electronic communication to each Director at his address as shownby the records of the Corporation. If mailed, such notice shallbe deemed to be delivered when deposited in the United Statesmail in a sealed envelope so addressed, with postage thereonprepaid. If said notice is given by electronic communication,such notice shall be deemed to be delivered when the electroniccommunication is sent. Any Director may waive notice of anymeeting. The attendance of a Director may constitute a waiver ofnotice of such meeting, except where a Director attends a meetingfor the express purpose of objecting to the transaction of anybusiness because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in thenotice or waiver of notice of such meeting unless specificallyrequired by law or by these Bylaws.

G. QUORUM. A majority of the Board of Directors shallconstitute a quorum for the transaction of business at anymeeting of the Board; but if less than a majority of theDirectors are present at said meeting, a majority of theDirectors present may adjourn the meeting from time to timewithout further notice.

H. MANNER OF ACTING. The act of a majority of theDirectors present at a meeting at which a quorum is present shallbe an act of the Board of Directors, unless the act of a greaternumber is required by law or by these Bylaws.

I. VACANCIES. Any vacancy occurring in the Board ofDirectors and any Directorship to be filled by reason of an increase in the number of Directors may be filled by theaffirmative vote of a majority of the remaining Directors, thoughless than a quorum of the Board of Directors. A Director electedto fill a vacancy shall be elected for the unexpired term of suchDirector's predecessor in office.

J. COMPENSATION. Directors shall not receive any statedsalaries for their services as such, but by resolution of theBoard of Directors a fixed sum and expenses of attendance, ifany, may be allowed for at each regular or special meeting of theBoard; but nothing herein contained shall be construed topreclude any Director from serving the Corporation in any othercapacity and receiving compensation therefore.

K. INFORMAL ACTION BY DIRECTORS. Any action required bylaw to be taken at a meeting of Directors, or any action whichmay be taken at a meeting of Directors, may be taken without ameeting if a consent in writing, setting forth the action sotaken, shall be signed by all of the Directors.