CONSTITUTION OF USA KABADDI ASSOCIATION
(Effective from June 1, 2021)
ARTICLE I. NAME
Section 1. The name of this organization shall be the USA Kabaddi Association, Inc.
ARTICLE 2. MISSION AND PURPOSES
The mission and purpose of the organization shall be:
Mission. The mission of USA Kabaddi shall be to govern, regulate, develop, and promote the sport of kabaddi (including standard, circle, and all other categories or types of kabaddi at all levels in the United States, and to enable United States kabaddi’s players to achieve sustained competitive excellence and successfully compete in national and international competition.
USA Kabaddi shall be a nonprofit corporation incorporated pursuant to the laws of the State of Florida. USA Kabaddi shall be organized and operated exclusively for charitable and educational purposes and to foster national and international sports competition within the meaning of Section 501(c)(3) of the Internal Revenue Code. Without limiting or expanding on the foregoing, it shall also have as its purpose:
- To foster competitive domestic, regional, national and international kabaddi competition, including through membership of The World Kabaddi and Kabaddi Pan America. Specifically, USA Kabaddi shall enable United States kabaddi’s players, coaches and other participants to achieve sustained competitive excellence, and promote and grow kabaddi throughout the United States;
(B) To promote, encourage, foster and develop interest in and knowledge of kabaddi throughout the United States;
(C) To encourage and assist in promoting, administering and hosting kabaddi matches within various states and cities of the United States;
(D) To liaise with, make contracts with and sign agreements with any federal, state, municipal, city or regional governing bodies, or with The World Kabaddi or other national governing bodies, on matters pertaining to kabaddi in the United States and USA representative kabaddi internationally;
(E) To foster, encourage and develop the highest standards of officiating at all levels of kabaddi throughout the United States through the introduction of formal training and qualifications of coaches, referees, umpires and scorers;
(F) To foster the development of kabaddi at all levels throughout the United States, including the development of youth (boys and girls) and women’s kabaddi;
(G) To develop, strengthen and support all teams selected to represent the United States in regional, national and international matches, tournaments and events;
(H) To ensure that all kabaddi matches sanctioned, organized by or staged under the auspices of USA Kabaddi are conducted in accordance with the applicable rules and regulations of kabaddi, the traditions and spirit of the game, and such rules and regulations promulgated by the World Kabaddi that may apply;
(I) To own and/or lease land, and other property for the purpose of developing kabaddi facilities; and
(J) To do all such other things as are incidental or conducive to the attainment of all or any of the above purposes.
ARTICLE 3. OBJECTIVES AND RECOGNITION OF WORLD KABADDI
3.1. Recognition by the World Kabaddi. USA Kabaddi shall maintain recognition by the World Kabaddi as the national governing body for kabaddi in the United States. In furtherance of this purpose, USA Kabaddi shall comply with all requirements for continued recognition as a member of the World Kabaddi and Kabaddi Pan America in accordance with such criteria as may be determined by the World Kabaddi from time to time.
3.2. Requirements. In fulfilling the requirements of this Constitution, USA Kabaddi shall accomplish the following:
- Maintain the managerial and financial competence and capability to establish national and regional goals for the development and sustainability of kabaddi in the United States, to implement and administer a strategic plan for the attainment of those goals;
- Develop interest and participation in kabaddi throughout the United States and be responsible to it membership and those individuals and organizations it represents;
- Agree to submit to binding arbitration in any controversy involving: (i) the opportunity of any player, coach, trainer, manager, administrator, or official to participate in any competition (whether amateur or professional in nature), upon demand of any aggrieved party, conducted in accordance with the Commercial Rules of the American Arbitration Association;
- Be autonomous in the governance of the sport of kabaddi throughout the United States by independently determining and controlling all matters central to governance, by not delegating decision-making and control of matters central to governance, and by being free from outside restraint and/or government (or other public or quasi-public body) interference in its administration;
- Provide for its membership to be open, as a minimum, to any individual player, coach, trainer, manager, administrator, or official otherwise active in kabaddi;
- Provide fair notice and opportunity for a hearing to any amateur or professional player, coach, trainer, manager, administrator, or official before declaring such individual ineligible to participate in any kabaddi activity;
- Provide procedures for the prompt and equitable resolution of grievances of its members;
- Allow all players to compete in any domestic or international kabaddi matches, events or competition (whether professional or amateur in nature) within the United States and conducted by any organization or person provided that any such match, event or competition has been effectively sanctioned by USA Kabaddi in accordance with the requirements stated in this Constitution;
- Preserve the integrity of kabaddi, including (without limitation) by subscribing to the applicable statutes, codes, rules, policies and protocols of the WORLD KABADDI, USADA and WADA and by adopting anti-corruption rules and other appropriate codes of conduct as may be directed by the WORLD KABADDI and ensuring that such statutes, codes, rules, policies and protocols are enforced uniformly throughout the sport in the United States;
- Minimize, through coordination with other kabaddi organizations, conflicts in the scheduling of all domestic and international team practices and competitions;
- Administer and support an annual national championship in which teams from across the United States are eligible to participate in order to determine a national team champion;
- Have an active kabaddi training and competition program for players that are financially supported by self-generated funds;
- Keep all players, coaches, trainers, managers, administrators and officials informed of USA Kabaddi’s strategic objectives and key policy decisions;
- Coordinate and provide technical information on physical training, equipment design, coaching and performance analysis to coaches, trainers, players and officials;
- Encourage and support research, development and dissemination of information in the areas of relevant sports medicine and safety.
ARTICLE 4. MEMBERSHIP AND DUTIES
4.1. Individual Membership. Any individual who is active in the sport of kabaddi, including without limitation players, coaches, trainers, managers, administrators, officials, umpires, referees, scorers, fans, and supporters, who are not otherwise ineligible for membership in USA Kabaddi are eligible to join USA Kabaddi as an Individual Member. To become an Individual Member, individuals shall complete the application form and follow such process as the USA Kabaddi Board shall determine appropriate from time to time.
4.2. Organizational Categories of Membership. Three categories of Membership of USA Kabaddi using such application form and following such process as the USA Kabaddi Board shall determine appropriate from time to time:
- Leagues. Any collective group of Clubs within the same state established for thepurpose of organizing and governing domestic kabaddi competition in the form of a league between such Clubs, provided that, at the time of membership registration or renewal, any such League has staged at least one (1) kabaddi tournament in the previous twelve months.
- Clubs. Any club or team that, at the time of membership registration or renewal,has a team of at least twelve (12) or more registered members who have declared such kabaddi club or team as their primary club; and (ii) participated in at least one competition in the previous twelve months that is organized by a registered League.
- Other Organizations. Any academy, school, college, university (or similar)that, at the time of membership registration or renewal, has operated, organized and conducted regular training camps and/or competitions.
4.3. Membership Obligations. All classes of members agree that: (i) at the time of membership registration or renewal they may be required to pay a reasonable membership fee (as determined by the Board of Directors from time to time based upon the class of membership); (ii) they are at all times required to behave and conduct themselves and their activities strictly in accordance with this Constitution and/or any applicable rules and regulations of USA Kabaddi and/or any additional conditions or requirements of membership that may be imposed by USA Kabaddi from time to time; (iii) they will be subject to disciplinary action which may lead to suspension or ineligibility (subject to the member’s right to a hearing as set forth in the Grievance Policy) for any violation of or failure to comply with the statutes, codes, rules, policies and protocols of the WORLD KABADDI; this Constitution; the written policies of USA Kabaddi; the Code of Ethics and Conduct, or conflicts of interest rules; and any other rules or policies of USA Kabaddi from time to time; (iv) they will comply with the requirements of prohibiting doping in sport and Safe Sport violations and consent to the in-competition, out-of-competition, and other testing, investigation, and procedural requirements of all applicable anti-doping agencies; and (iv) USA Kabaddi may accept or reject any application for membership for whatever reason and in its sole discretion.
4.4. Voting and Non-Voting Members. Membership shall have only those qualifications, rights and privileges as set forth herein. USA Kabaddi may, from time to time, determine additional categories of ‘non-voting members’ in accordance with this constitution.
- Individual VolunteersFor the avoidance of any doubt, any Individual Member who has joined USA Kabaddi as a volunteer is not eligible to vote in any USA Kabaddi election or qualify for any membership benefits afforded to other Individual Members as may be determined by USA Kabaddi from time to time.
- Zones:USA Kabaddi Association will be divided into the four (4) geographic Zones set out in this constitution for the purpose of effective administration, and the General Manager will be responsible for the consistent and coordinated operation of the Zones.
4.5. Membership Requirements. USA Kabaddi may establish such membership requirements as the Board of Directors shall deem necessary and appropriate from time to time. USA Kabaddi may establish such rules and procedures for the manner and method of payment of membership fees, the collection of delinquent fees and the proration or refund of fees, as the Board shall deem necessary or appropriate. No privilege of membership (including, but not limited to, any right to vote on any matter) shall be available to any Member until all membership requirements are satisfied and/or until all membership fees are paid in full.
Resignation of Membership. A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to USA Kabaddi as a result of obligations incurred or commitments made prior to resignation.
4.6. The USA Kabaddi Annual Meeting and Special Meetings of Members. There shall be an annual general meeting of the Members of USA Kabaddi (the “USA Kabaddi Annual General Meeting”), at which all Members shall be invited to gather and provide input to the Board of Directors and/or General Manager on important issues facing the organization and to vote on any matters for which a membership vote is required. The USA Kabaddi Annual General Meeting shall be held annually no later than second week of December of each year at the time and place as determined by the agreement of the Chairperson and General Manager. Any or all Members may participate in the USA Kabaddi Annual General Meeting through the use of any form of telecommunication by which all persons participating in the meeting may hear each other. Failure to hold an annual USA Kabaddi Annual General Meeting as required by this Constitution shall not work as a forfeiture or dissolution of USA Kabaddi or invalidate any action taken by the Board of Directors or Officers of USA Kabaddi.
4.7. Special Meetings of the Members, as a whole or by class, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the Chairperson, a majority of the Board of Directors, or by petition signed by at least 25 percent (25%) of the total number of the Members of USA Kabaddi who are entitled to vote at any such meeting (i.e. twenty five percent (25%) of the total number of Individual Members in the case of a vote of the Individual Members, twenty five percent (25%) of the total number of Organizational Members in the case of a vote of the Organizational Members, or twenty five percent (25%) of the total number of all Members (Individual and Organizational) in the case of a vote of the total USA Kabaddi membership). For the avoidance of doubt, where a particular class of Member wishes to call a Special Meeting to deal with matters limited only to that class of Member, it maybe called for by the Chairperson, a majority of the Board of Directors, or by petition signed by at least twenty five percent (25%) of that class of Member (i.e. Individual or Organizational). Organizational Members shall not be entitled, on their own, to call by petition for a Special Meeting to deal with issues that relate to Individual Members or to any other class of Member other than their own class.
- Place of Meeting. Each USA Kabaddi Annual General Meeting and Special Meeting shallbe held at such place as may be designated in the notice of meeting, or, if no place is designated in the notice, at the principal office of USA Kabaddi.
- Notice of Meeting. Except as otherwise prescribed by statute, written notice ofeach USA Kabaddi Annual General Meeting or Special Meeting stating the place, day and hour of the meeting, and, in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifteen days before the date of the meeting, either personally or by first class, certified or registered mail, or by electronic mail or other form of electronic notice, by or at the direction of the Chairperson to each Member entitled to attend such meeting. If mailed, such notice shall be deemed delivered when deposited in the United States mail, addressed to each Member at such Member’s address as it appears in the records of the corporation, with postage thereon prepaid, or by electronic mail to the Member’s email address on record at the USA Kabaddi national office. Any Member may waive notice of any meeting before, at or after such meeting. The attendance in person of a Member (or any designated representative thereof in the case of Organizational Members) at a meeting shall constitute a waiver of notice of such meeting, except where a Member (or its designated representative in the case of Organizational Members) attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
- Quorum. Except as otherwise required by the laws of Florida or under thisConstitution, twenty five percent (25%) of the Members collectively entitled to vote at that meeting shall constitute a quorum at each USA Kabaddi Annual General Meeting or Special Meeting, save that where a Special Meeting of USA Kabaddi is convened to deal solely with a matter concerning a particular class of Member, the quorum for such Special Meeting shall be twenty five percent (25%) of the particular class of Member entitled to vote on that specific matter at such Special Meeting. The affirmative vote of a majority of Members collectively represented and entitled to vote on the subject matter at a meeting at which a quorum is present shall be the act of Members. If a specified item of business is required to be voted on by a particular class of Member, an affirmative vote of a majority of the relevant class of Member represented and entitled to vote on the subject matter at a meeting at which a quorum is present shall be the act of that particular class of Member. If less than a quorum of the Members is represented at a USA Kabaddi Annual General Meeting or Special Meeting, a majority of the Members so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days at any one adjournment without further notice other than an announcement at the meeting. At such adjourned meeting, at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.
- In respect of any matter considered at a USA Kabaddi Annual General Meeting or Special Meeting and/or voted on by the Individual Members. Each Individual Member over the age of eighteen (18) years old is entitled to one vote on each such matter submitted to a vote at the USA Kabaddi Annual General Meeting or Special Meeting.
- A Member may vote by mail or electronic mail on any matter properly before the Members for a vote. No proxies will be accepted for membership votes.
ARTICLE 5. BOARD OF DIRECTORS
5.1. General Powers. Except as otherwise provided in this Constitution, all corporate powers shall be exercised by or under the authority of, and the business and affairs of USA Kabaddi shall be governed and managed by, the Board of Directors.
5.2. Function. The Board of Directors shall oversee the management of USA Kabaddi and manage its affairs, but it shall not conduct its day-to-day operations. The Board shall focus on the long-term strategic vision, plan, objectives and priorities of USA Kabaddi rather than on planning and tactical management, empowering the General Manager to manage the organization with effective Board oversight. The Board of Directors shall select a well-qualified General Manager and, through the Chairperson, to diligently oversee the General Manager in the operational functioning of USA Kabaddi. In addition, the Board shall perform the following specific functions (without limitation):
- Implement procedures to orientate new Board Directors; educate all Directors on the business and governance affairs of USA Kabaddi, and evaluate Board effectiveness and performance;
- Select, determine reasonable compensation for, and evaluate the General Manager and plan for management succession;
- Review and approve USA Kabaddi’s strategic plan, the annual budget, and corporate performance;
- Set policy and provide guidance and strategic direction to management on significant issues facing USA Kabaddi;
- Review and approve significant corporate actions;
- Review the financial reporting process, communications with stakeholders, and USA Kabaddi’s legal and regulatory compliance program;
- Oversee effective corporate governance;
- Approve capital structure, financial strategies, borrowing commitments and long-range financial planning;
- Review and approve financial statements, annual reports, audit and control policies, and, upon the recommendation of the Finance and Commercial Committee, select and appoint independent auditors;
- Monitor whether USA Kabaddi’s assets are being properly protected;
- Monitor USA Kabaddi’s compliance with laws and regulations and the performance of its broader responsibilities; and
- Address such other matters as may be appropriate for consideration and action by the Board of Directors.
ARTICLE 6. Qualifications for Directors.
- Eligibility. In order to be eligible to serve on the Board of Directors, an individualmust, at the time of election or appointment (i) at least eighteen (18) years old; (ii) not have been found guilty of violating any rules or regulations of USA Kabaddi or the WORLD KABADDI, any other member of the WORLD KABADDI, where such violation has resulted in the imposition of a period of suspension from kabaddi activity of one (1) year or more; (iii) possess a high degree of personal and professional integrity, understanding of sporting ideals and values, qualifications of leadership in business, sound ability and judgment; (iv) conduct himself or herself at all times in accordance with a standard of scrupulous good faith in his or her fiduciary role as a guardian of USA Kabaddi’s corporate welfare; (v)not act with gross abuse of authority or discretion; (vi) pass any applicable background screen instituted by the Nominating and Governance Committee; and (vii) be otherwise fit and proper, including having no material conflicts, as determined by the Nominating and Governance Committee, to serve as a Director.
- Professional Experience. It is the desire of USA Kabaddi to have Directors whodemonstrate a high level of experience, capability, success and leadership in Board oversight responsibilities in one (1) or more of the following areas: business, finance, marketing, fundraising, ethics, audit, legal, management, communications, sports and sports performance, and that in order to achieve such a composition the Board of Directors must be composed of individuals with complementary experiences and skills across such areas.
- The Board of Directors shall consist of five (5) Directors.
ARTICLE 7. Election/Selection. The Board of Directors shall be determined as follows:
- Directors. There shall be five (5) Directors, at least one of which must be a To be eligible for election as a Director, an individual must not, at the date of nomination: (a) be directly or indirectly associated in any way with USA Kabaddi’s outside auditor or outside counsel; (c) have any material professional or personal relationship (whether directly or indirectly) with USA Kabaddi; and/or (d) have held an elected position in, served as an employee, officer, or director of, or held any governance position (whether as an administrator, appointee, or otherwise) in, USA Kabaddi or any national, local or regional governing or administrative body established for kabaddi purposes in the United States within sixty (60) days of the date of the applicable election.
- Nominations. Any individual may nominate himself/herself or anotherindividual for a Director position by providing notice to the Nominating and Governance Committee within the deadline set forth by that Committee. The Nominating and Governance Committee may also actively seek and solicit potential nominees.
- Vetting. The Nominating and Governance Committee shall review and vetall nominations and shall disqualify those who do not meet the qualifications and eligibility requirements for Directors, and shall, by affirmative vote of at least three (3) members of Committee as provided in Section 9.5(B) of this Constitution, put forward the candidates for consideration by the Board of Directors.
- Voting and Elections. The Board of Directors, by majority of the votes cast,will elect each of the five (5) Directors, but only from among those candidates approved and put forward by the Nominating and Governance Committee. In the event that no candidate receives a majority of the votes cast, the candidate with the lowest number of votes will be eliminated from consideration (provided that, if the only candidates remaining are tied, no candidate will be eliminated), and another vote will be taken from among the remaining candidates. This process will be repeated until one candidate emerges with a majority of votes. If multiple Director positions are open, the Board of Directors will conduct separate elections for each available seat, and candidates who run for one Director position who are not elected may be considered in the subsequent elections. In exercising their selection, the Board will take into account relevant experience candidates may have in business, finance, ethics, legal, education, marketing and sports performance, the specific functions of the Board of Directors, the skills and experience of the other elected Directors and the composition requirements set out in this Constitution. The Nominating and Governance Committee does not have an obligation to put forth multiple candidates for each position. If a candidate is not approved by the Board and there aren’t additional candidates recommended by the Nominating and Governance Committee, the Nominating and Governance Committee must put forth a new recommendation.
ARTICLE 8. Term Limits. No Director shall serve more than three (3) consecutive terms (i.e. a maximum consecutive period of nine (9) years) on the Board of Directors.
ARTICLE 9. Resignation, Removal and Vacancies. A Director’s position on the Board of Directors shall be declared vacant upon his or her resignation or removal. If a vacancy occurs, it shall be filled in the same manner in which the Director was elected or selected in accordance with this Constitution and any Director elected or selected to fill a vacancy shall be elected or selected for the unexpired term of such Director’s predecessor in office.
- Resignation. A Director may resign at any time by delivering written notice to the
- Directors. A Director may be removed by a vote of a majority ofmembership participating in a recall vote. A recall vote may be initiated by a vote, for cause, by the affirmative vote of at least two-thirds (2/3) of those Directors present and voting at a validly called meeting of the Board of Directors, or (b) a petition signed by more than fifty percent (50%) of all members eligible to vote in an election for that Director.
- Cause for Removal.Cause for removal shall include, but not be limited to: malfeasance in office; gross misconduct or neglect; false or fraudulent misrepresentation inducing the Director’s appointment or election; willful conversion of corporate funds; a breach of the obligation to make a full disclosure; incompetency; gross inefficiency; moral turpitude; any conduct performed in bad faith that is not in the best interests of USA Kabaddi or that is detrimental to USA Kabaddi; or a violation of (i) the statutes, codes, rules, policies and protocols of the WORLD KABADDI, (ii) the Constitution or Code of Ethics and Conduct of USA Kabaddi.
- Automatic Removal of Directors. A Director who no longer meets thequalifications set forth in this Constitution; or (ii) fails to attend at least three-quarters (3/4) of the Board meetings within twelve (12) months (except for excused absences), shall be deemed ineligible to serve and thus automatically removed from the Board of Directors upon the vote of a majority of the Board of Directors (but not counting the Director who is the subject of the removal vote).
ARTICLE 10. Regular Meetings. The Board of Directors shall hold at least five (5) regular meetings each year, at such time and place as may be determined by the Chairperson.
ARTICLE 11. Special Meetings. Special meetings of the Board of Directors may be called by or at the written request of the Chairperson or a majority of the Board of Directors. The person or persons calling a special meeting of the Board of Directors may fix the time and place for holding such meeting.
ARTICLE 12. Notice of Meetings.
(A). Requirements. Notice of each regular and special meetings of the Board of Directors stating the date, time and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each Director at such Director’s business or residential address at least five (5) days prior thereto by the mailing of written notice by first class, certified or registered mail, or at least two (2) days prior thereto by personal delivery or private carrier of written notice or by telephone, facsimile, electronic transmission or any other form of wire or wireless communication (and the method of notice need not be the same as to each Director).
Written notice, if in a comprehensible form, is effective at the earliest of: (i) the date received; (ii) two (2) days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed; or (iii) the date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee. Oral notice is effective when communicated in a comprehensible manner. If transmitted by facsimile, electronic transmission or other form of wire or wireless communication, notice shall be deemed to be given when the transmission is complete.
- Waiver of Notice. A Director may waive notice of any meeting before or after thetime and date of the meeting stated in the notice. Except as otherwise provided in this Constitution, the waiver shall be in writing, signed by the Director entitled to the notice and filed with the minutes or the corporate records. Such waiver shall be delivered to USA Kabaddi for filing with the corporate records, but such delivery and filing shall not be conditions of the effectiveness of the waiver. A Director’s attendance at or participation in a meeting waives any required notice of the meeting unless the Director, upon arriving at the meeting or prior to the vote on a matter not noticed in conformity with this Constitution, objects to lack of notice and does not vote for or assent to the objected-to action.
(C). Deemed Assent. A Director of USA Kabaddi who is present at a meeting of the Board of Directors when corporate action is taken is deemed to have assented to all action taken at the meeting unless: (i) the Director objects at the beginning of the meeting, or promptly upon the Director’s arrival, to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; (ii) the Director contemporaneously requests the Director’s dissent or abstention as to any specific action taken be entered in the minutes of the meeting; or (iii) the Director causes written notice of the Director’s dissent or abstention as to any specific action to be received by the Chairperson of the meeting before the adjournment thereof or by USA Kabaddi promptly after the adjournment of the meeting. Such right of dissension or abstention is not available to a director who votes in favor of the action taken.
(D). Quorum and Voting. A majority of the Directors in office immediately before a meeting of the Board of Directors begins shall constitute a quorum for the transaction of business at such meeting, and the vote of a majority of the Directors present in person at a meeting at which a quorum is present shall be an act of the Board of Directors, unless otherwise required by this Constitution. If less than a quorum is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.
(E). Meetings by Zoom/Telephone. Members of the Board of Directors or any committee thereof may participate in a regular or special meetings by, or conduct the meeting through the use of, any means of communication by which all Directors participating may hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. The malfunctioning of a telephone, computer or other device shall not invalidate a meeting held by such means.
(F). Agenda. The Chairperson, after consulting with the General Manager and the Chair of each of the USA Kabaddi Committees, shall determine the agenda for Board meetings. Board Directors shall also be permitted to request items for inclusion on the agenda for Board meetings.
(H). Robert’s Rules of Order. Questions of order shall be decided by the Chairperson, unless otherwise provided in advance by the Board of Directors based on Robert’s Rules of Order. The Chairperson shall lead meetings of the Board. If the Chairperson is absent from any meeting or for any reason is not able to lead a portion of the meeting, then another Director selected by a plurality of the Directors present shall preside.
(I). Board’s Action. Actions taken at a meeting of the Board of Directors shall become effective immediately following the adjournment of the meeting, except as otherwise provided in this Constitution or when a definite effective date is recited in the record of the action taken.
(J) Directors-General Manager. USA Kabaddi’s General Manager may attend Board meetings on a regular basis, both to make special presentations and as a discussion resource and shall be available to Board Directors outside of meetings. All Board Director contact with members of USA Kabaddi’s management team outside of Board meetings shall, unless otherwise agreed, be directed to the General Manager, though this requirement is not intended to curtail the ability of the auditor or legal counsel to advise the Board (as opposed to individual Board Directors) directly of appropriate matters.
(K). Action Without a Meeting. Action to be taken at a meeting of the Board of Directors may be taken without a meeting if a resolution authorizing the action is approved by all of the Directors. The resolution action must be evidenced by one (1) or more written consents describing the action taken and signed by each Director. Such consents shall be included in the minutes filed with the corporate records reflecting the action taken. Action taken under this Constitution is effective immediately when all of Directors have signed the consent unless the consent specifies a different effective date. A consent signed under this Constitution has the effect of a meeting vote and may be described as such in any document.
ARTICLE 13. OFFICERS
- Designation, Qualifications, and Restrictions. The Board of Directors will elect has Officers of USA Kabaddi from among its members a Chairperson and a Treasurer. During his/her term of office, the Chairperson must not hold any office under, or perform any executive or operational duties for any other Kabaddi Organization. The Treasurer must be a member of the Board of Directors. The Board of Directors may also appoint, designate or authorize such other officers of USA Kabaddi as it may consider necessary or useful. Such other officers need not be Directors. No person may hold more than one (1) office at a time.
- Election and Term of Office.The Board of Directors shall elect the Officers at the first regular Board meeting held after the USA Kabaddi Annual Meeting. If the election or appointment of Officers shall not be held at or in conjunction with such meeting, such election or appointment shall be held as soon as convenient thereafter. Each Officer shall hold office immediately upon election or appointment for the remainder of his or her current term on the Board of Directors. If an Officer is reelected to the Board, he/she will be eligible to run for re-election as an Officer for the period of any new term.
- Authority and Duties of the Chairperson. The Chairperson of USA Kabaddishall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Board of Directors or this Constitution. The Chairperson shall, subject to the direction and supervision of the Board of Directors:
- preside at all meetings of the members and of the Board of Directors; (ii) oversee the effective implementation of all resolutions of the Board of Directors; (iii) serve as the Board’s liaison with the General Manager and, as such, will oversee, evaluate and report to the Board on matters concerning the General Manager; (iv) conduct an annual evaluation of the General Manager; and (v) perform all other duties incident to the office of Chairperson and as from time to time may be assigned to such office by the Board of Directors.
- Authority and Duties of the Treasurer. The Treasurer of USA Kabaddi shall havethe authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Board of Directors or this Constitution. The Treasurer shall, subject to the direction and supervision of the Board of Directors (i) be the principal financial officer of the Board of Directors with general responsibility for the oversight of the financial affairs of USA Kabaddi; (ii) present financial reports to the Board of Directors as the Board may request from time to time; and (iii) perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Chairperson, General Manager or the Board of Directors.
- Duties. Officers of USA Kabaddi shall perform functions with due care and inaccordance with all fiduciary duties owed to the corporation.
- Resignation, Removal and Vacancies. An Officer’s position shall be declaredvacant upon the Officer’s resignation or removal in accordance with the principles set out in this Constitution. A vacancy in any Officer’s position, howsoever occurring, may be filled by the Board of Directors for the period until the first regular Board meeting held after the USA Kabaddi Annual Meeting. Any Officer may be removed by the affirmative vote of two-thirds (2/3) of those Directors present and voting (but not counting the officer who is the subject of the removal vote), at a validly called meeting of the Board of Directors.
ARTICLE 14. COMMITTEES
- Designation. The only committees authorized by this Constitution are the USAKabaddi Committees, as described below, which shall serve solely in an advisory capacity to the Board and shall not have the authority to take action on behalf of the Board or have overlapping or superior authority to the Board.
- Committees. USA Kabaddi shall have the following five (5) StandingCommittees: (i) Nominating and Governance Committee; (ii) Finance and Commercial Committee; Kabaddi Committee; Ethics, Grievance and Disciplinary Committee and Audit Committee. The Chairperson, with the approval of the Board of Directors, shall appoint members and Chairpersons of the Standing Committees, in consultation with the GM, and in accordance with the principles set out in this Constitution.
- Other Committees, Commissions, and Task Forces. The Chairperson, with theapproval of the Board of Directors, may appoint such Other Committees, Commissions, and Task Forces as the Chairperson believes appropriate from time to time, and shall define narrowly the scope, mission and deliverables (for example in respect of the development of women kabaddi) of such Other Committees, Commissions, or Task Forces. Except as otherwise provided, the Board of Directors shall approve the membership of all Other Committees, Commissions and Task Forces of USA Kabaddi.
ARTICLE 15. NON-DISCRIMINATION
- Sports Act. USA Kabaddi shall comply with the equal opportunity requirements as set forth in 36 U.S.C. § 220522 of the Sports Act, and as mandated from time to time. As require, USA Kabaddi shall:
(A) Provide an equal opportunity to players, coaches, trainers, managers, administrators, and officials to participate in kabaddi competitions without discrimination on the basis of race, color, religion, sex, sexual orientation, age, or national origin, and, where separate kabaddi programs for male and female players are conducted on a national basis, provide equitable support and encouragement for participation by females;
(B) Encourage and support amateur kabaddi programs for disabled individuals and the participation of disabled individuals in kabaddi activities, including, where reasonably practicable, the expansion of opportunities for meaningful participation by disabled individuals in programs of kabaddi competition for able-bodied individuals; and
(C) Be governed by a Board of Directors whose members are selected without regards to race, color, religion, national origin, sex or sexual orientation, with reasonable representation on the Board for both males and females as set out in this Constitution.
ARTICLE 16. AMENDMENT OF CONSTITUTION
- By Members. This Constitution may be amended, repealed, or altered, in whole or in part, by an affirmative vote of at least fifty-one (51%) percent of those Individual Members who vote in an election on such proposed amendments. A proposal to amend, repeal or alter this Constitution may be proposed to the Individual Members by (i) a vote of at least two-thirds (2/3) of the Board of Directors present at a validly called meeting of the Board of Directors; or (ii) a petition signed by at least fifty one percent (51%) of the Individual Members eligible to vote on an amendment, repeal or alteration of the Constitution. Notwithstanding the foregoing, any amendment to this Constitution that is not proposed by the affirmative vote of at least three-fourths (3/4) of the Board of Directors present at a validly called meeting of the Board of Directors may not be adopted by a vote of the Individual Members until the date three (3) years after the Initial Board first takes office.
- By Board of Directors. This Constitution may be amended, repealed, or altered by a vote of at least three-fourths (3/4) of the entire Board of Directors at a validly called meeting of the Board; provided, however, that the Board of Directors is not authorized to amend, repeal or alter this Constitution, unless such proposal is approved by the Individual Members pursuant to this Constitution.
ARTICLE 17. TAX-EXEMPTION
- Tax-Exempt Status. USA Kabaddi shall operate in a manner consistent with and shall maintain a tax-exempt status in accordance with Section 501(c)(3) of the Internal Revenue Code. No substantial part of the activities of USA Kabaddi shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and USA Kabaddi shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Upon the dissolution of USA Kabaddi, and after all of its liabilities and obligations have been paid, satisfied, and discharged, or adequate provisions made therefore, all of USA Kabaddi’s remaining assets shall be distributed to one or more organizations, selected by the Board of Directors in its sole discretion, that are described in Section 501(c)(3) of the Internal Revenue Code and organized and operated exclusively for charitable or educational purposes or to foster national or international sports competition within the meaning of Section 501(c)(3) of the Internal Revenue Code.