BYLAWS OF

UNITED STATES FEDERATION OF MIXED MARTIAL ARTS, INC.

ARTICLE 1.

LEGAL STATUS AND OFFICES

 

• Name: The name of the corporation shall be UNITED STATES FEDERATION OF MIXED MARTIAL ARTS, INC., d/b/a USFMMA (herein after referred to as USFMMA). USFMMA may establish such acronyms or abbreviations as may be appropriate for business use, and may establish logos, service marks, or trademarks as may be appropriate to further its purposes, mission recognition and
• Business Offices: The initial principal office of USFMMA shall be within Las Vegas, NV as stated in the Articles of Incorporation. USFMMA may at any time, and from time to time, change the location of its principal office. USFMMA may have such other offices, either within or outside Nevada, as the Board of Directors may designate or as the affairs of USFMMA may require from time to
• Registered Offices: The registered office of USFMMA required by the Nevada Revised Nonprofit Corporation Act (the “Nonprofit Corporation Act”) to be maintained in Nevada may be changed from time to time by the Board of Directors or by the Officers of USFMMA, or to the extent permitted by the Nonprofit Corporation Act, by the registered agent of USFMMA, provided in all cases that the street addresses of the registered office and of the business office or home of the registered agent of USFMMA are

 

ARTICLE 2.

 

MISSION AND PURPOSES

 

• Mission: The mission of USFMMA shall be to empower United States athletes to reach sustained competitive excellence, cultivate character and sportsmanship, while foster growth of

 

Amateur MMA on a safe and fair playing field in the United States for future Olympic recognition.

• Purposes: USFMMA has been created, and shall be operated, for charitable and educational purposes and to foster national and international competition in Amateur MMA. Specifically, USFMMA shall empower United States athletes, coaches, officials, and other participants in the sport of Amateur MMA to achieve sustained competitive excellence, develop character and sportsmanship, and promote and grow Amateur MMA on a safe and fair playing field in the United States. As the National Governing Body, USFMMA shall oversee and govern the sport of Amateur MMA in the United
• Nonprofit Status: USFMMA shall operate as a nonprofit corporation incorporated pursuant to the laws of the State of Nevada. USFMMA shall be operated for charitable and educational purposes and it shall also have as its purpose to foster national and international sports competition in the sport of Amateur MMA, consistent with maintaining tax-exempt status in accordance with section 501(c)(3) of the Internal Revenue

 

 

 

ARTICLE 3.

 

OBJECTIVES AND RECOGNITION AS NATIONAL GOVERNING BODY

 

• Recognition by IMMAF: In accordance with Articles 13 and 14 of these Bylaws and the Statutes, rules and regulations of IMMAF, USFMMA shall seek and attempt to maintain recognition by IMMAF as the National Federation responsible for governance of the sport of Amateur MMA in the United
• Recognition as a National Governing Body: USFMMA shall seek and attempt to maintain recognition by the United States Olympic Committee as the National Governing Body for the sport of Amateur MMA in the United States. In fulfilling those requirements as the National Governing Body, USFMMA shall:

• maintain the managerial and financial competence and capability to establish national goals for Amateur MMA relating to the development and well-being of the sport, to implement and

 

administer a plan for the attainment of those goals, and to execute its obligations as the National Governing Body for the sport of Amateur MMA;

• agree to submit to binding arbitration in any controversy involving:

 

(i) its recognition as a National Governing Body, or (ii) the opportunity of any athlete, coach, trainer, manager, administrator, or official to participate in athletic competition in Olympic-Style Mixed Martial Arts (herein referred to as “Amateur MMA”), upon demand of any aggrieved athlete, coach, administrator, or official participating within Amateur MMA, conducted in accordance with the Commercial Rules of the American Arbitration Association, as modified for Olympic and Sports Doping Disputes;

• be autonomous in the governance of the sport of Amateur MMA 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;
• be a member of no more than one (1) International Federation which is recognized by the International Olympic Committee (the “IOC”) as the worldwide governing body for the sport of Amateur MMA;
• provide for its membership to be open to any individual who is an athlete, coach, administrator, physician or official active in Amateur MMA;
• provide fair notice and opportunity for a hearing to any athlete, coach, trainer, manager, administrator, or official participating in Amateur MMA before declaring such individual ineligible to participate;
• ensure that its Board of Directors has established criteria and election procedures for, and maintains among the Board’s voting members, individuals who are actively engaged in athletic competition in Amateur MMA or who have represented the United States in an international athletic competition in Amateur MMA within the preceding ten (10) years, and ensures that the voting power held by those individuals is not less than twenty (20) percent of the voting power held in its Board of Directors or other governance body;
• provide for reasonable direct representation on its Board of Directors for any not-for-profit sports organization that meets the requirements of applicable federal law, which, in the sport of

 

Amateur MMA, conducts on a level of proficiency appropriate for selection of athletes to represent the United States in international athletic competition in Amateur MMA, a national program, or regular national athletic competition in Amateur MMA, and ensure that representation reflects the nature, scope, quality, and strength of the programs and competitions of that sports organization in relation to all other of those programs and competitions in the sport of Amateur MMA in the United States;

• not have an officer who is also an officer of another National Governing Body;

 

• provide procedures for the prompt and equitable resolution of grievances of its members;

 

• not have criteria relating to eligibility in MMA or to the participation in the Olympic or Pan American Games that are more restrictive than those of the international sports federation for the sport of Amateur MMA, which is recognized by the IOC;
• subscribe to the applicable statutes, codes, rules, policies and protocols of the United States Anti-Doping Agency (“USADA”) and the World Anti-Doping Agency (“WADA”); and
• perform all other obligations and duties imposed on a National Governing Body by applicable law or governing

 

 

 

ARTICLE 4.

 

NON-DISCRIMINATION

 

• Sports Act: USFMMA shall comply with the equal opportunity requirements for recognition as a National Governing Body as required by applicable law or governing authority, and as such requirements are promulgated or revised from time to time. In fulfilling those requirements, USFMMA shall:

• provide an equal opportunity to athletes, coaches, administrators, and officials to participate in Amateur MMA competitions without discrimination on the basis of race, color, religion, sex, sexual orientation, gender identity or gender expression, age, or national origin; and

 

• be governed by a Board of Directors whose members are selected without regarding to race, color, religion, national origin, or sex, sexual orientation, gender identity or gender expression with reasonable representation on the Board of both males and
  • IMMAF: Pursuant to Article 3 of the IMMAF Statutes, discrimination by USFMMA on any individual, groups of people, organizations or countries of ethnic origin, gender,

language, religion or politics is strictly prohibited and punishable by suspension or expulsion in

accordance with the IMMAF Statutes, Bylaws, the Code of Ethics, the Disciplinary Code and Procedural Rules.

ARTICLE 5. MEMBERS

• Categories of Membership: USFMMA shall have the individual and organization membership categories as follows:

• Athlete Members: Athlete members shall be those individuals who register as competitive athletes and are eligible to compete in the sport of Amateur MMA;
• Coach Members: Coach members shall be those individuals who register as active coaches and who are certified as coaches by USFMMA;
• Officials Members: Official members shall be those individuals who register as active officials and who are certified as officials by USFMMA;
• Physician Members: Physician members shall be those individuals who register as active physician members (Medical Doctor – MD or Doctor of Osteopathy –DO) and are certified as physicians by USFMMA;
• Administrative Members: Administrative members shall be those Individuals who register as supporting members and who are interested in the purpose, programs, aims and objectives of USFMMA;
• Life Members: Life members shall be those individuals who register as life members and who pay to USFMMA a life membership fee;

 

• Registered Clubs: Registered clubs are those MMA clubs that register with the Local MMA Committee (“LMMAC”) that governs its geographical location and which agree to conduct their programs in accordance with and agree to be bound by the rules and regulations of USFMMA and meet other registration requirements of USFMMA;
• Local MMA Committees: LMMACs are recognized by USFMMA and govern their respective geographical locations. LMMACs agree to (i) conduct their programs in accordance with, and to be bound by, the rules and regulations of USFMMA, (ii) meet other registration requirements of USFMMA, and (iii) are bound by the LMMAC Bylaws;
• Affiliated Organizations: Affiliated Organizations shall be those not for profit sports organizations which meet the requirements of applicable federal law, that register as affiliated organizations and that conduct, on a level of proficiency appropriate for the selection of athletes to represent the United States in international athletic competition in the sport of Amateur MMA, a national program or regular national athletic competition in the sport of Amateur
  • Non-Voting Members: All categories of members described in Section 5.1 of these Bylaws shall be considered non-voting members for purposes of the Nonprofit Corporation Act. Each category of membership shall have only those qualifications, rights and privileges as set forth herein, subject to the Nonprofit Corporation
  • Membership Requirements: Membership in USFMMA is a privilege and creates within it certain obligations and duties. The Board of Directors may establish such membership requirements as the Board shall deem necessary and appropriate. No privilege of membership shall be made available until all membership requirements are satisfied. Any individual member of USFMMA who does not successfully pass a USFMMA -approved background screening may not register for and/or participate in any USFMMA -sanctioned activities. Any individual, non- athlete member of USFMMA who does not successfully pass a bi-annual SafeSport Training Course may not register for and/or participate in any USFMMA -sanctioned
  • Dues and Fees: The Board of Directors may establish such rules and procedures for the manner and method of payment of 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 shall be available until all fees are paid in

 

• Suspension and Termination: The membership of any member may be terminated at any time with or without cause by the Board of Directors. A member shall have the right to a hearing prior to termination. A member may only resign if the member has paid all fees then
• Transfer of Membership: Membership USFMMA is not transferable, unless to a successor of a corporate member which must first be approved by USFMMA. Members shall have no ownership rights or beneficial interests of any kind in the property of
• Registered Club, LMMAC and Affiliated Organizational Members: The Registered Club, LMMAC and Affiliated Organization Members of USFMMA are subject to those rules and regulations for those membership categories as may be established by the Board of Directors from time to

5.8  Meetings of Members.

 

• No Rulemaking Authority. Except for those items for which members are entitled to vote as specifically provided in these Bylaws, the meetings of the members shall be purely advisory and shall have no rulemaking, budgetary, legislative, or other
• Annual Meetings. There shall be an annual meeting of the members of USFMMA known as the USFMMA Annual General Assembly, at which all individual and organization members and other USFMMA constituencies in the USFMMA family shall be invited to gather and provide input to the National Office and Board of Directors on important issues facing the organization. The USFMMA Annual General Assembly shall be held annually ideally in the fourth quarter of each year at the time and place as determined by the agreement of the President and Executive Director. Failure to hold an annual USFMMA Annual General Meeting as required by these Bylaws shall not be considered a forfeiture or dissolution of USFMMA or invalidate any action taken by the Board of Directors or officers of
• Special Meetings. A special meeting of the members, for any purpose or purposes, may be called by the President, or shall be called by the President if USFMMA receives written demands stating the purpose or purposes for which it is to be held, signed and dated by members holding at least ten (10) percent of all the members described in Sections 5.1(A), (B), (C), (D), (F), (G),

(H) and (I).

 

• Place of Meeting. Each USFMMA Annual General Assembly shall be held at such place, either within or outside Nevada, as may be designated in the notice of meeting, or, if no place is designated in the notice, at the principal office of USFMMA in Nevada. Any or all members may participate in any USFMMA Annual General Assembly or any special meeting through the use of any telecommunication by which all persons participating in the USFMMA Annual general Meeting or in the special meeting may hear each other. Whenever possible, the USFMMA Annual General Assembly may be held in conjunction with a Board of Directors meeting. If practicable, the USFMMA Annual General Assembly may be held in conjunction with a major USFMMA competition or event. Special meetings shall be held at such location, either within or outside of Nevada, as designated in the notice of the special

5.8.5.   Notice of Meeting.

 

• Notice of the USFMMA Annual General Assembly stating the place, date and time of the Meeting shall be posted on the website of USFMMA no fewer than thirty (30) days before the date of the Annual General
• In the case of a special meeting of the members, except as otherwise prescribed by statute, written notice of each meeting stating the purpose or purposes for which the meeting is called, the place, date and time of the meeting, shall be delivered no fewer than ten (10) days, via email to each member entitled to attend such meeting. Electronic transmission notice shall be deemed to be given when the transmission is
• Any member may waive notice of any meeting before, at or after such meeting. The attendance in person or by proxy of a member at a meeting shall constitute a waiver of notice of such meeting, unless the member at the beginning of the meeting objects to holding the meeting because of lack of notice or defective notice. A member’s attendance at a meeting also waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is

 

ARTICLE 6.

 

BOARD OF DIRECTORS

 

6.1 General Powers: Except as otherwise provided in these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of USFMMA shall be governed by, the Board of Directors, which shall include the authority to establish policies, procedures, codes and rules by which USFMMA shall operate in accordance with the Bylaws. A provisional USFMMA Board of Directors will be initially established until qualified Board of Directors representatives can be placed in accordance the bylaws of Article 6 paragraphs 6.1–

6.23 of USFMMA operating structure.

 

• Function of the Board: The Board of Directors shall oversee the management of USFMMA and its affairs, but it shall not manage operations of USFMMA. The Board shall focus on long- term objectives and impacts rather than on day-to-day management, empowering the Executive Director to manage a staff-driven organization with effective Board oversight. One of the principal duties of the Board shall be to exercise direction and supervision of the President in the selection of a well-qualified and professional Executive Director and, through the President, to diligently oversee the Executive Director in the operation of USFMMA. In addition, the Board shall perform the following specific functions, among others:

• implement procedures to orient new Board Directors, to educate all Directors on the business and governance affairs of USFMMA, and to evaluate Board performance;
• decide the level of compensation of the Executive Director;

 

• review and approve USFMMA’s strategic plan and the annual operating plans, budget, business plans, and corporate performance;
• set policy and provide guidance and strategic direction to management on significant issues facing USFMMA;
• determine the number and territorial boundaries USFMMA’s geographical regions and LMMACs and appoint appropriately qualified individuals to administer the geographical regions in accordance with the policies and procedures to be determined by the Board;
• review and approve significant corporate actions;

 

• oversee the financial reporting process, communications with stakeholders, and USFMMA’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 Audit Committee, select independent auditors;
• monitor to determine whether USFMMA’s assets are being properly protected;

 

• monitor USFMMA’s compliance with laws and regulations and the performance of its broader responsibilities;
• ensure that the Board and management are properly structured and prepared to act in case of an unforeseen corporate crisis; and
• address such other matters as may be appropriate for consideration and action by the

 

• Diversity: (A) USFMMA’s Board shall be sensitive to the desirability of diversity at all levels of USFMMA, including among its athletes. USFMMA’s Board shall develop and implement a policy of diversity at all levels of USFMMA, supported by meaningful efforts to accomplish that diversity. USFMMA’s Board shall develop norms that favor open discussion and the presentation of different views. (B) It is the aim of USFMMA to have at least one woman serve as a member of the Board of Directors. Where, following the completion of the director election and appointment process, no woman is elected or appointed to the Board of Directors, the President shall be entitled to designate and invite a woman (the “Women’s Representative”) to attend Board meetings. However, for the avoidance of doubt, the Women’s Representative shall not be a member of the Board and shall have no right to vote at Board meetings.
• Qualifications: A Director shall:

 

• be a citizen of the United States and eighteen (18) years of age or older;

 

• not necessarily be a resident of the State of Nevada;

 

• not be a paid employee or consultant of USFMMA;

 

• be registered as a member of USFMMA for at least sixty (60) days (excludes provisional Board of Directors) prior to his or her election/selection, except that this requirement shall not apply to Independent Directors;
• be a member in good standing of USFMMA at the time of election or appointment, except that this requirement shall not apply to Independent Directors;
• not have been employed by USFMMA within the last three (3) years;

 

• not be a person having a record of a felony criminal conviction involving theft, financial improprieties and other crimes involving moral turpitude, not less than 10 years after completion of their sentence;
• not be ineligible under applicable IMMAF Statutes, Bylaws, Codes of Ethics, Disciplinary Code and Rules;
• not have committed, and been sanctioned for, a severe violation of the regulations USFMMA or IMMAF. A severe violation is defined as one which resulted in a suspension of one (1) year or more within the last ten (10) years. Any person who has committed a severe violation is not eligible to serve as a Director or to stand as a candidate in any USFMMA election or any election conducted by a member of USFMMA; and
• possess the highest personal and professional integrity; have demonstrated exceptional ability and judgment; be effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of USFMMA; and shall possess the highest personal values and judgment, understanding of athletic competition and the Olympic ideals, qualifications of leadership in business and in ethics, and have diverse experience in the key business, financial, or other challenges that face

It is the desire of USFMMA to have Directors who demonstrate 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, management, communications, sports and sports performance.

• Number: The Board of Directors shall consist of ten (10) Directors as follows:

 

• two (2) Athlete Directors;

 

• four (4) Independent Directors;

 

• one (1) General Membership Director;

 

• one (1) Director from an Affiliated Organization;

 

• one (1) Director representing the LMMACs; and

 

• one (1) Director who is an USFMMA member who serves on the IMMAF Executive Committee as an Ex-Officio Director with full voting rights. In the event there is no USFMMA member who serves on the IMMAF Executive Committee, then the tenth (10th) Director position shall be filled by a USFMMA member holding a position within IMMAF (the determination of whom shall be made in accordance with Section 6.6(F)(ii) of these Bylaws). This Director shall also have full voting
  • Election/Selection: Only candidates who meet the qualifications set forth in Section 6.4 are eligible to stand for election for any of the Director positions. Individuals submitting nominations shall inform the Nominating and Governance Committee of any relevant background information and/or other constraints on their time in order for the Committee to determine whether it is appropriate to recommend the individual to stand for election. USFMMA staff shall be responsible for providing any notification to IMMAF in connection with the elections as may be required by

USFMMA Board of Directors shall be elected as follows:

 

• Athlete Directors: There shall be two (2) Athlete Directors. To ensure representation that reflects the participants, one athlete must come from the women’s division and one athlete from the men’s division. If there is no representative from each division in the applicant pool at the time of the election, then this requirement may be waived by the Board only for that specific election.

1. Any Elite Athlete may nominate himself or herself by providing notice to the Nominating and Governance Committee within the deadline set forth by the Committee. Elite Athletes are eligible to vote in an Athlete Director election coordinated by USFMMA. The individuals garnering the highest number of votes shall be

 

1. For purposes of these Bylaws, the term “Elite Athlete” means USFMMA members who:

 

1. within the five (5) years preceding election, represented the United States in the Olympic or Pan-American Games, or a World Championship recognized by IMMAF for which a competitive selection process was administered by USFMMA; or
2. with the forty-eight (48) months before election, demonstrated that they are actively engaged in athletic competition in Amateur MMA by finishing in the top half of USFMMA’s National Championships or team selection competition for the events outlined in these subparagraphs (1) and (2).

• Independent Directors: There shall be four (4) Independent Directors. Preferably, the Independent Directors shall represent experience in business, finance, ethics, education, marketing and sports

6. Individuals who are “independent” as defined in Section 6.6(B)(ii) of these Bylaws are eligible to be selected as Independent Directors. Any individual may nominate himself or herself to run for an Independent Director position by providing notice to the Nominating and Governance Committee within the deadline set forth by the Committee. The Nominating and Governance Committee may actively seek and solicit nominees, and shall review nominations and disqualify those who do not meet the qualifications and requirements for Independent Directors. Independent Directors are then selected by vote of the Nominating and Governance
7. An individual shall be determined to be “independent” if he or she has no material relationship with USFMMA or any other organizations associated with USFMMA, either directly or through an organization that has a material relationship USFMMA or any other organizations associated with USFMMA. A relationship is “material” if, in the reasonable judgment of the Nominating and Governance Committee, it would interfere with the individual’s independent judgment. Without limiting the parameters described in the prior paragraph, an individual will not be considered independent if, within the preceding two (2) years, he or she:
   1. was employed or held a position as an officer or director of USFMMA or was employed by or held any governance position (whether a paid or volunteer position) with an LMMAC, an Affiliated Organization Member and/or IMMAF;

 

2. is an immediate family member of a Director of USFMMA, or was employed or held a position as an Officer or Director of USFMMA;
3. was affiliated with or employed by USFMMA’s outside auditor or outside counsel;

 

4. is an immediate family member of a Director of USFMMA who was affiliated with or employed by USFMMA’s outside auditor or outside counsel as a partner, principal or manager;
5. was a coach, official, grassroots (LMMAC or other organizational member not determined to be an affiliated organization), or affiliated organization member, or a member USFMMA’s Athletes’ Advisory Council;
6. receives any compensation from USFMMA, directly or indirectly, with the understanding that reimbursement for expenses shall not be considered; or
7. is an executive officer, controlling shareholder, or a partner of a corporation or partnership or other business entity that does business with USFMMA, including but not limited to any business entity involved in the manufacture or sale of MMA equipment. When the guidelines above do not address a particular relationship, the determination of whether the relationship is material, and whether the individual is independent, will be made by the Nominating and Governance Committee. Service on the USFMMA Board or service as a Physician alone shall not disqualify any individual from being considered to be

 

 

• General Membership Director: There shall be one (1) General Membership Director. An individual who meets the qualifications set forth in Sections 5.1(A) (provided, however, those Athletes entitled to vote in the election of Athlete Directors shall not be eligible to stand for election as the General Membership Director), (B), (D), (F), or (G) of these Bylaws is eligible to be selected as the General Membership Director. Any individual may nominate himself or herself meeting the qualifications and requirements for General Membership Director by providing notice to the Nominating and Governance Committee within the deadline set forth by the Committee. The Nominating and Governance Committee shall review the nominations and shall disqualify those who do not meet the requirements for the General Membership Director. The Nominating and Governance Committee shall appoint the General Membership Director,

 

giving emphasis on selecting the individual who best demonstrates the support for the ideals of the sport of Amateur MMA and who preferably has prior experience and knowledge of Amateur MMA.

• LMMAC Director: There shall be one (1) LMMAC Director. An individual who meets the qualifications set forth in Section 6.4 of these Bylaws is eligible to be nominated to run for the LMMAC Director position. Nominations for LMMAC Director shall be vetted by the Nominating and Governance Committee, which shall review the nominations, disqualify those who do not meet the requirements for the LMMAC Director and put forward five (5) nominees to stand for election. The LMMAC Director shall then be elected by a vote of the LMMAC Presidents. A majority vote system will be used. A candidate must receive a majority of the eligible votes cast. In the case where more than two candidates (three or more) are nominated and no single candidate receives a majority of eligible votes cast, the candidate with the lowest number of votes shall be dropped and another ballot taken. This procedure will be followed until the number of candidates is reduced to two. Balloting will continue until one candidate receives a majority of the eligible votes
• Affiliated Organization Director: There shall be one (1) Affiliated Organization Director. An individual who meets the qualifications set forth in Section 6.4 of these Bylaws is eligible to be selected as the Affiliated Organization Director. Nominations for the Affiliated Organization Director position shall be made by the Affiliated Organizations to the Nominating and Governance Committee. The Nominating and Governance Committee will then review and vet the nominations, disqualify those who do not meet the requirements for the Affiliated Organization Director, and present the qualifying nominees to the Affiliated Organizations to stand for election. The Affiliated Organization Director shall then be elected by a vote of the Affiliated Organization Member representatives in accordance with procedures established by USFMMA.

(F)  IMMAF Executive Committee Ex-Officio Director:

 

1. The USFMMA member who is also on the IMMAF Executive Committee shall participate in Board activities as an Ex-officio Director with full voting

 

1. In the event there is no USFMMA member who serves on the IMMAF Executive Committee, this Director position shall be filled by a USFMMA member holding a position within IMMAF. The USFMMA President shall determine which person this shall be and appoint such person to serve in this USFMMA Director position, with approval of the Nominating and Governance Committee. This Director shall have full voting

6.7   Tenure/Staggered Board:

 

• Staggered Board. The terms of the Board of Directors shall be staggered such that approximately one-half (1/2) of the Directors shall be elected/selected in the year of the Olympic Summer Games and approximately one-half (1/2) of the Directors shall be elected/selected in the year two (2) years after the Olympic Summer

• Term Limits: Directors shall serve four (4)-year terms through the beginning of the Board meeting held in conjunction with respective USFMMA Assembly, or until his or her successor is elected/selected and shall qualify. No Director of the Board shall serve more than two (2) consecutive terms. Any Director who fills a vacancy where the remaining term is for two (2) years or more, such term shall constitute a full term. Thus, if the vacancy being filled is for two

(2) or more years, the Director can serve one (1) additional four (4)-year term following completion of the filled vacancy term. If the vacancy being filled is for less than two (2) years, the term shall not be a full term and the Director can serve two (2) additional four (4)-year terms following completion of the filled vacancy term.

• Resignation, Removal and Vacancies: A Director’s position on the Board of Directors shall be declared vacant upon the Director’s resignation or
  • Resignation. A Director may resign at any time. Such resignation shall take effect at the time specified in the notice of resignation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it
  • Removal. Directors may be removed from the Board as follows:

 

• Athlete Directors: Athlete Directors may be removed from the Board, with or without cause, by the affirmative vote of a majority of the members of USFMMA’s Athlete Advisory

 

Council (“AAC”). The Board of Directors may, by a majority vote of all Directors, vote to refer an Athlete Director to the AAC for a removal vote.

• General Membership Director: The General Membership Director may be removed from the Board by the Board of Directors, with or without cause, in the manner prescribed in Section 6.9.2(E) of these Bylaws.
• LMMAC Director: The LMMAC Director may be removed from the Board, with or without cause, by a majority vote of the LMMAC Presidents. The Board of Directors may, by a majority vote of all Directors, vote to refer the LMMAC Director to the LMMAC Presidents for a removal
• Affiliated Organization Director: The Affiliated Organization Director may be removed from the Board, with or without cause, by a majority vote of the Affiliated Organizations. The Board of Directors may, by a majority vote of all Directors, vote to refer the Affiliated Organization Director to the Affiliated Organizations for a removal
• Independent Directors: Independent Directors may be removed from the Board by the affirmative vote of the Board as set forth herein. Independent Directors may be removed for cause at any duly noticed meeting of the Board, and after being provided an opportunity for the Director in question to be heard by the Board, upon the affirmative vote of at a majority of the total voting power of the Board (excluding the voting power of the Director in question). Independent Directors may be removed without cause at any duly noticed meeting of the Board, and after being provided an opportunity for the Director in question to be heard by the Board, upon the affirmative vote of at least two thirds (2/3) of the total voting power of the Board (excluding the voting power of the Director in question).

For purposes of Sections 6.9.2(A)-(E) of these Bylaws, any one (1) or more of the following shall constitute cause for removal (however, these items shall not be to the exclusion of or limitation as to other reasons that may be determined as justified cause for removal): malfeasance in office; gross misconduct or neglect; false or fraudulent misrepresentation inducing the director’s appointment; willful conversion of corporate funds; a breach of the

 

obligation to make a full disclosure; incompetency; gross inefficiency; moral turpitude; violation of (i) the Olympic Charter, (ii) the Statutes, Bylaws, Code of Conduct, Disciplinary Code, or Rules of IMMAF, and/or (iii) the Bylaws or Code of Conduct of USFMMA; and any conduct performed in bad faith that is not in the best interests of USFMMA or that is detrimental to USFMMA.

• A Director who no longer meets the eligibility qualifications set forth in Sections 6.4(A)-(I) of these Bylaws shall be deemed automatically removed from the Board of Directors, which automatic removal shall be confirmed by the Board of Directors. No Director shall be subject to removal based on how he or she votes as a Director, unless such voting is part of a violation of USFMMA’s Code of
  • Any vacancy occurring in the Athlete Director, LMMAC Director, or Affiliated Organization Director positions, or in the Director position described in Section 6.6(F)(ii) of these Bylaws (if applicable), shall be filled in the same manner as those positions are elected or appointed (as the case may be) pursuant to Sections 6.6(A), 6.6(D), 6.6(E), and 6.6(F)(ii), respectively, of these Bylaws. Any vacancy occurring in the Independent Director position or the General Membership Director position shall be filled by the Nominating and Governance Committee pursuant to the provisions set forth in Section 6.6(B) and 6.6(C), respectively, of these Bylaws. A Director elected/selected to fill a vacancy shall be elected/selected for the unexpired term of such Director’s predecessor in office.
• Regular Meetings: The Board of Directors shall hold a regular annual meeting, which may be held in conjunction with the USFMMA Annual General Meeting, or shall be held as soon as practicable thereafter at the time and place determined by the Board, for the purpose of electing officers, when applicable, and for the transaction of such other business as may come before the meeting. The Board of Directors may provide by resolution the time and place, either within or outside Nevada, for the holding of additional regular
• Special Meetings: Special meetings of the Board of Directors may be called by or at the written request of the President or a majority of Directors. The person or persons authorized to

 

call special meetings for the Board of Directors may fix the time and place, either within or outside Nevada, for holding any special meeting of the Board called by them.

6.12   Notice of Meetings.

 

• Requirements: Notice of each regular and special meeting of the Board of Directors stating the date, time and place of the meeting shall be given to each Director at such Director’s email address at least five (5) days prior thereto. Electronic transmission notice shall be deemed to be given when the transmission is
• Waiver of Notice: A Director may waive notice of any meeting before or after the time and date of the meeting stated in the notice. Except as otherwise provided in this Section 6.12(B), the waiver shall be in writing and signed by the Director entitled to the notice. Such waiver shall be delivered to USFMMA 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 to that Director of the meeting unless: (i) at the beginning of the meeting or promptly upon the Director’s later arrival, the Director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or (ii) if special notice was required of a particular purpose pursuant to the Nonprofit Corporation Act or these Bylaws, the Director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such
  • Deemed Assent: A Director of USFMMA 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; or (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 presiding officer of the meeting before the adjournment thereof or by USFMMA 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.

• Quorum and Voting: A majority of the Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the vote of a majority of the Directors present in person at a meeting at which a quorum is present shall be the act of the Board of Directors, unless otherwise required by the Nonprofit Corporation Act, the Articles of Incorporation or these Bylaws. 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.
• Voting by Proxy: Directors may not vote or otherwise act by

 

• Meetings by Telephone: Members of the Board of Directors or any committee thereof may participate in a regular or special meeting 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
• Agenda: The President, in consultation with the Executive Director and the Chairs of the Board’s Committees, shall determine the agenda for Board meetings. Board Directors shall be permitted to request items for inclusion on the agenda for Board
• Questions of Order and Board Meeting Leadership: Questions of order shall be decided by the President, unless otherwise provided in advance by the Board of Directors based on Robert’s Rules of Order. The President shall lead meetings of the Board. If the President is absent from any meeting or for any reason is not able to lead a portion of the meeting, then the Vice President should
• Effectiveness of 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 the Bylaws or when a definite effective date is recited in the record of the action

 

• Open and Executive Meeting Sessions: Ordinarily, all meetings of the Board of Directors shall be open to members, and where appropriate, non-members. However, in the event the President, with the consent of a majority of the Directors of the Board in attendance, deems it appropriate: (i) to exclude non-Board members at an open meeting for any reason, then the President may declare that the meeting is closed, or (ii) to convene an executive session to consider sensitive matters, then the President may specifically designate and call an executive session subject to the consent of the Board by an affirmative vote of the majority of the
• Director Access to Management and Outside Advisors: USFMMA’s senior management team may attend Board meetings both to make special presentations and as a discussion resource, and shall be available to Board Directors outside of meetings. To manage effective communication, Board members shall communicate their desire/need to contact members of the management team (outside of Board meetings) to the Executive Director. This requirement is not intended to curtail the ability of the auditor or legal counsel to advise the Board. Members of Management, other than the Executive Director, should not contact Board Directors without the knowledge of the Executive ”

6.22   Action Without a Meeting.

 

• Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if each and every member of the Board in writing either: (i) votes for such action; (ii) votes against such action; or (iii) abstains from voting. Each Director who delivers a writing described in this Section 6.22(A) to USFMMA shall be deemed to have waived the right to demand that action not be taken without a
• Action is taken under this Section 6.22 only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and
• No action taken pursuant to this Section 6.22 shall be effective unless writings describing the action taken and otherwise satisfying the requirements of Section 6.22(A), signed by all Directors and not revoked pursuant to Section 6.22(D), are received by USFMMA. Any such writing may be received by USFMMA by electronically transmitted facsimile or other form of wire or wireless communication providing USA MMA with a complete copy of the document,

 

including a copy of the signature on the document. Action taken pursuant to this Section 6.22 shall be effective when the last writing necessary to affect the action is received by USFMMA unless the writings describing the action taken set forth a different effective date.

• Any Director who has signed a writing pursuant to this Section 6.22 may revoke such writing by a writing signed and dated by the Director describing the action and stating that the Director’s prior vote with respect thereto is revoked, if such writing is received by USFMMA before the last writing necessary to affect the action is received by
• Action taken pursuant to this Section 6.22 has the same effect as action taken at a meeting of Directors and may be described as such in any
• All signed written instruments necessary for any action taken pursuant to this Section 22 shall be filed with the minutes of the meetings of the Board of Directors.
  • Compensation: Directors on the Board of Directors shall not receive compensation for their services as Directors, although the reasonable expenses of Directors may be paid or reimbursed in accordance with USFMMA’s policies. Directors are disqualified from receiving compensation for services rendered to or for the benefit of USFMMA in any other

ARTICLE 7. OFFICERS

• Designation and Qualifications: Subject to Sections 7.3(C) and 7.3(D)(2) of these Bylaws, the elected Officers of USFMMA shall be a President, a First Vice President, a Second Vice President, and a Treasurer. The Board of Directors may also appoint, designate or authorize such other officers as it may consider necessary or useful. One (1) person may hold more than one (1) office at a time, except that the President of USFMMA may not hold another office. Subject to Sections 7.3(C) and 7.3(D)(2) of these Bylaws, Officers must be Directors of USFMMA. All Officers must be natural persons who are eighteen (18) years of age or
• Election and Term of Office and Election Process: (A) Subject to Sections 14.4 and 14.10 of these Bylaws, the Board of Directors shall elect or appoint the Officers at or in conjunction with each quadrennial meeting of the Board of Directors or, in the case of the elections to elect Officers of the first Board composed in accordance with these Bylaws, at its first Board meeting

 

(each such meeting an “Election Meeting”). If the election and appointment of Officers shall not be held at or in conjunction with the quadrennial meeting, such election or appointment shall be held as soon as convenient thereafter. Each Officer shall hold office from the time of election at the Election Meeting until such Officer’s successor shall have been duly elected or appointed and shall have qualified, or until such Officer’s earlier resignation or removal. (B) The following procedures shall apply to the election of Officers:

President

 

• Outside of the provisional board, only Directors who have been members USFMMA for at least 1 (one) year prior to the Election Meeting shall be entitled to serve as
• Directors who wish to be a candidate for the office of President must submit a notice, in writing, to the Executive Director, at least 10 (ten) days before the Election Meeting formally expressing his or her intention to run for the office of President (each such candidate a “Presidential Candidate”).
• The Executive Director shall circulate the names of the Presidential Candidates to all Directors at least 5 (five) days in advance of the Election Meeting. Where there is only one Presidential Candidate, an election shall still be held, which may be done by
• The Election Meeting shall be chaired by the outgoing Board

 

• In order for a candidate for President to be placed on the ballot, his or her nomination must be seconded by another member of the
• The elections shall be held by secret

 

• For the election of the President, an absolute majority (half of the votes of all plus one vote) of all Directors (i.e. 6 votes)) is necessary in the first ballot. In the second and any other requisite ballot, a majority of the votes cast is sufficient. If there are more than two candidates, then whoever obtains the lowest number of votes shall be eliminated from subsequent ballots, and this process shall continue until there are only two candidates left or a candidate receives a majority of the votes cast.

 

• Upon the election of the President, the President shall immediately takeover the Chairmanship of the meeting and the Chairman of the Nominating and Governance Committee shall be

Other Officers

 

• Upon the election of the President, the Election Meeting shall continue and the elections for the other Officer positions shall be
• Prior to the Election Meeting, the Nominating and Governance Committee shall review every Director to determine whether he/she qualifies for the position of Second Vice President and/or Treasurer pursuant to Sections 7.3[C][2] and 7.3[D][2]. The Nominating and Governance Committee shall, prior to the Election Meeting, forward a list of qualifying Directors to the Executive
• Any Director may nominate himself or herself for any of the other Officer positions except where, in the cases of the Second Vice President and Treasurer, the Nominating and Governance Committee has determined that a Director is not appropriately qualified to perform such role (as provided for in Sections 7.3(C)(2) and 3(D)(2)).
• The elections for the other officer positions shall be held by secret

 

• The candidate(s) who receive(s) a majority of the votes cast shall be elected. If there are more than two candidates, and no candidate receives a majority of votes cast, then whoever obtains the lowest number of votes shall be eliminated from subsequent ballots, and this process shall continue until there are only two candidates left or a candidate receives a majority of votes cast. In the event of a tie, the President shall cast the deciding
  • Authority and Duties of Officers: The Officers of USFMMA shall 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 these Bylaws:
• President: The President 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;

 

• see that all resolutions of the Board of Directors are carried into effect;

 

• coordinate and have overall responsibility for all of USFMMA’s international activities;

 

• serve as the Board’s liaison with the Executive Director and, as such, oversee, evaluate, and report to the Board on matters concerning the Executive Director;
• serve as the Board’s liaison with respect to oversight of the work within USFMMA headquarters;
• convene meetings of the Board of Directors;

 

• preside over the USFMMA Annual General Assembly;

 

• prepare the President’s report to the USFMMA Annual General Assembly;

 

• hire and dismiss the Executive Director, subject to ratification of the Board of Directors;

 

• consult with and provide direction, as necessary, to the Executive Director with respect to making decisions which relate to USFMMA major competitions, if necessary due to cancellations, postponement, relocations, ;
• in extraordinary situations or emergency circumstances, make decisions on matters of importance, subject to ratification by the Board of Directors; and (xii) perform all other duties incidental to the office of President and as from time to time may be assigned to such office by the Board of
• First Vice President: The First Vice President shall assist the President and shall perform such duties as may be assigned to him or her by the President or by the Board of Directors. The First Vice President shall, at the request of the President, or in the President’s absence or inability to act, perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions on the President. In addition, subject to the overall supervision of the President, the First Vice President shall serve in a liaison role for the Board with respect to the domestic Amateur MMA program within USFMMA and shall report regularly to the Board on matters relating to the domestic Amateur MMA
• Second Vice President: Subject to the overall supervision of the President, the Second Vice President shall serve in a liaison role for the Board with respect to Affiliate MMA

 

• Treasurer: (1) The Treasurer shall:

 

• be the principal financial officer of the Board of Directors with general responsibility for the oversight of the financial affairs of USFMMA;
• present financial reports to the Board of Directors as the Board may request from time to time;
• serve as the Chief Financial Officer, in the event there is no separate Chief Financial Officer; and
• 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 President or the Board of Directors. (2) In electing the Treasurer, the Board must ensure that the Director appointed to the role of Treasurer has the appropriate financial qualifications and experience required to perform such a role. If the Nominating and Governance Committee determines that no Director is appropriately qualified to perform the role of Treasurer, the Board of Directors may appoint a non-Board member with the requisite financial qualifications and experience to act as Treasurer (an “Appointed Treasurer”). The President may invite the Appointed Treasurer to attend Board meetings. However, for the avoidance of doubt, the Appointed Treasurer shall not be a member of the Board and shall have no right to vote at Board
  • Restrictions: Officers of USFMMA shall perform functions with due care. No individual may serve simultaneously as an Officer of USFMMA and as an officer of another organization holding membership in USFMMA, or as an officer of another National Governing
  • Resignation, Removal and Vacancies: An Officer’s position shall be declared vacant upon the Officer’s resignation or
    • An Officer may resign at any time, subject to any rights or obligations under any existing contracts between the Officer and USFMMA, by giving written notice to the President or to the Board of Directors. An Officer’s resignation shall take effect upon receipt by USFMMA unless the notice specifies a later effective date, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. An Officer shall be deemed to have resigned in the event of such Officer’s incapacity as determined by a

 

court of competent jurisdiction. If a resignation is made effective at a later date, the Board of Directors may permit the Officer to remain in office until the effective date and may fill the pending vacancy before the effective date with the provision that the successor does not take office until the effective date, or the Board of Directors may remove the Officer at any time before the effective date and may fill the resulting vacancy.

• Any Officer or agent may be removed by the Board of Directors at any time, with or without cause, but removal shall not affect the contract rights, if any, of the person so removed. Election, appointment or designation of an Officer shall not itself create contract rights. Officers may be removed for cause at any duly noticed meeting of the Board, and after being provided an opportunity for the Officer in question to be heard by the Board, upon the affirmative vote of a majority of the total voting power of the Board (excluding the voting power of the Officer in question). Officers may be removed without cause at any duly noticed meeting of the Board, and after being provided an opportunity for the Officer in question to be heard by the Board, upon the affirmative vote of at least two-thirds (2/3) of the total voting power of the Board (excluding the voting power of the Director in question). For purposes of this Section 7.5.2, “for cause” means that definition described in Section 6.9.2(D) of these Bylaws.
• A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term.

• Compensation: Officers shall not receive compensation for their services as Officers, although the reasonable expenses of Officers may be paid or reimbursed in accordance with USFMMA’s policies. Officers are disqualified from receiving compensation for services rendered to or for the benefit of USFMMA in any other capacity

ARTICLE 8. COMMITTEES

• Designation: There shall be no Executive Committee or other Committee(s) with management or governance authority delegated by the Board. Similarly, there shall be no entity or individuals who have overlapping or superior authority to the Board, such as a “Super-Board” (commonly called a Governance Council, Board of Governors or General Assembly).

 

• Standing Committees. USFMMA shall have only the following five

 

• Standing Committees:

 

(A)  Nominating and Governance Committee

 

• Audit Committee

 

• Ethics Committee

 

• Judicial Committee

 

• Appeals Committee

 

Each Standing Committee shall have five (5) individuals. Twenty (20) percent of each Standing Committee must be comprised of Elite Athletes who have demonstrated engagement in USFMMA competition within the last 48 months. In addition, there shall be an Athletes’ Advisory Council governed by Article 9 of these Bylaws.

• Standing Commissions. USFMMA shall have the following six (6) Standing Commissions.

(A)  Coaches Commission

 

• Referees and Judges Commission

 

• Competitions Commission

 

• Women’s Commission

 

• PR & Communications Commission

 

[F] Marketing Commission

 

The Standing Commissions shall act in an advisory capacity and shall make recommendations to the Board of Directors but shall have no authority or power to make decisions on behalf of USFMMA. Each Standing Commission shall have twenty (20) percent representation of Elite Athletes who have demonstrated engagement in USFMMA competition within the last 48 months.

 

8.1.3 Other Committees and Commissions. The Board or the President may appoint such other Committees (including Committees of members) or Commissions as the Board or the President believe appropriate in consultation with the Executive Director, and shall define narrowly the mission and deliverables of such other Committees or Commissions. Twenty (20) percent of each other Committee or Commission appointed must be comprised of individuals who have demonstrated engagement in USFMMA competition within the last 48 months. The decision to appoint or not appoint and to terminate such other Committee or Commission shall be exclusively the Board’s or the President’s decision.

8.1.4. Task Forces. The Board, the President, or the Executive Director with the approval of the Board or the President, may appoint such Advisory Task Forces as the Board, the President or the Executive Director believes appropriate, and shall define narrowly the mission and deliverables of such Task Forces. Twenty (20) percent of each Task Force appointed must be comprised of individuals have demonstrated engagement in USFMMA competition within the last 48 months. The action to terminate a Task Force shall be made in the same manner as the action to appoint such Task Force.

• Assignments: Standing Committee, Standing Commissions, other Committee, Task Force and other Commission assignments shall be made based on a combination of factors, including each individual member’s expertise, the needs of USFMMA and the requirements set forth in these Bylaws. Committee, Commission, other Committee, Task Force and other Commission agendas shall be developed by the Chair of the Committee, Commission, other Committee, Task Force or other Commission in consultation with the appropriate members of management and with the input of other Directors. Standing Committee, Standing Commission, other Committee, Task Force and other Commission members shall be expected to attend in person all regularly scheduled Committee, Commission, other Committee, Task Force and other Commission meetings.

Participation by telephone shall be permitted as long as all members participating may hear each other during the meeting. If requested, each Chair shall make a report on Standing Committee, Standing Commission, other Committee, Task Force or other Commission matters to the Board at the next regularly scheduled Board meeting.

 

• Appointments by President. Committee and Commission assignments for the Standing Committees and Standing Commissions, including the designation of Standing Committee Chairs and the Standing Commission Chairs, shall be made by the President in consultation with the Executive Director, subject to Section 8.2.2 of these
• Appointments by AAC. Committee and Commission assignments of Elite Athlete members to the Standing Committees and Standing Commissions shall be made by the AAC or President as provided in Article 9 of these

• Tenure: Standing Committee, Standing Commission, other Committee, Task Force members shall remain on the Standing Committee, Standing Commission, other Committee, Task Force or other Commission until his or her successor is appointed, or until his or her earlier resignation or removal, but is subject to the following provisions as to length of terms and term
  • Nominating and Governance Committee. Those persons appointed to the Nominating and Governance Committee shall serve four (4) years terms, but in no event, shall a Committee member’s total term of service on the Nominating and Governance Committee exceed a period of eight (8) years.
  • Other Standing Committees, Standing Commissions, Other Committees, Other Commissions and Task Forces. The term for all Standing and other Committee and Standing Commission members shall be four (4) years. The term for all Task Force and other Commission members shall last until their assignment is concluded. In no event shall a person’s total term of service on any such Standing Committee, Standing Commission, other Committee, other Commission or Task Force exceed a period of eight (8)
• Term Limits: No member of any Standing Committee, Standing Commission, or Task Force may serve more than two (2) consecutive
• Resignation, Removal and Vacancies: A Standing Committee, Standing Commission, other Committee, Task Force or other Commission member’s position on a Standing Committee, Standing Commission, other Committee, Task Force or other Commission may be declared vacant upon his or her resignation or

 

• A Standing Committee, Standing Commission, other Committee or other Commission member may resign at any time by giving written notice to the President or to the Board of Directors. A Task Force member may resign at any time by giving written notice to the President, to the Board of Directors or to the Executive Director. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
• A Standing Committee, Standing Commission, other Committee, Task Force or other Commission Chair may recommend the removal of a member of his or her Standing Committee, Standing Commission, other Committee, Task Force or other Commission to the President. The President may, in his or her sole discretion, remove the individual from the Standing Committee, Standing Commission, other Committee, Task Force or other Commission

(i) with cause; (ii) without cause; or (iii) if the individual is not in compliance with Section 8.15 of these Bylaws.

• Any vacancy occurring in a Standing Committee, Standing Commission, other Committee, Task Force or other Commission shall be filled in the same manner as the appointment of members to that Standing Committee, Standing Commission other Committee, Task Force or Commission. A Standing Committee, Standing Commission, other Committee, Task Force or other Commission member appointed to fill a vacancy shall be appointed for the unexpired term of such respective member’s predecessor in office.

• Nominating and Governance Committee: The Nominating and Governance Committee shall be appointed and have the responsibilities as follows:
  • The Nominating and Governance Committee shall (i) organize and supervise the process by which candidates are identified and screened for election/selection to the Board of Directors pursuant to Sections 6.6(D) and (E) of these Bylaws; (ii) select the Independent Directors of the Board pursuant to Section 6.6(B)(i) of these Bylaws; (iii) select the General Membership Director of the Board pursuant to Section 6.6(C) of these Bylaws; (iv) exercise the right of approval of the selection by the President of the Director position described in Sections 6.6(F)(ii) of these Bylaws; (v) consult with the Ethics Committee with respect to vetting all candidates for potential conflicts of interest or other problematic background issues; (vi) determine which members of the Board of Directors, if any, satisfy the requirements for Second

 

Vice President and Treasurer, as provided for in Sections 7.3[C][2] and 7.3[D][2]; (vii) develop and recommend to the Board for its consideration an annual self-evaluation process of the Board and its Committees and Task Forces; and (viii) perform other such duties as assigned by the Board.

• Qualification Review Process. The Nominating and Governance Committee may actively seek and solicit nominees for the Board positions described in Sections 6.6(B) and (C)of these Bylaws, and shall also receive nominations from those who may tender nominations to the Committee. In reviewing a candidate’s qualifications for the Board of Directors pursuant to Sections 6.6(B), (C), (D) and (E) of these Bylaws, the Nominating and Governance Committee will take the following items into consideration: (i) the candidate’s potential contribution to the effective functioning of USFMMA; (ii) any potential or impending change in the candidate’s principal area of responsibility with his or her company or in his or her employment; (iii) whether the candidate will bring relevant experience to the Board; (iv) whether the candidate has the ability to attend meetings and fully participate in the activities of the Board; (v) the candidate’s reputation for personal integrity and commitment to ethical conduct; (vi) whether the candidate fulfills the eligibility qualifications set forth in Section 6.4 of these Bylaws; and (vii) whether the candidate has developed any relationships with another organization, or other circumstances have arisen, that might have it inappropriate for the Director to continue serving on the Board.
• Committee Members. The Nominating and Governance Committee shall be comprised of up to five (5) members who shall be selected as follows:

• One (1) athlete minimum appointed by the AAC or President according to the process set forth in Section 9.6 of these Bylaws;
• Up to four (4) individuals who are independent, as that term is defined in Section 6.6(B)(ii) of these Bylaws, shall be appointed by the Nominating and Governance Committee, subject to ratification by the Board of Directors, to serve in the following Quadrennium. The Nominating and Governance Committee shall, appoint up to four (4) individuals to the Nominating and Governance Committee, subject to ratification by the Board of Directors, and these four (4) individuals shall take their positions on the Committee immediately after the conclusion of the Board of Directors election. At least one (1) of the four (4) individuals must have some prior

 

experience or involvement in the sport of Amateur MMA. Each of the four (4) individuals must possess high personal integrity and demonstrate executive leadership experience in either business, nonprofit organizations, or the sports industry.

• Committee Members Cannot be Directors. No individual shall be eligible to be a member of the Nominating and Governance Committee if that individual is a current Director of USFMMA. A current USFMMA Director shall be eligible only if his or her term is ending and he or she is not seeking reelection. No individual who serves on the Nominating and Governance Committee may serve or be eligible to serve on the Board of Directors. Members of the Nominating and Governance Committee shall be precluded from serving as a Director or in any other USFMMA capacity, whether governance or on staff, for a period of one (1) full year after their term on the Nominating and Governance Committee

• Audit Committee: The Audit Committee shall be appointed and have the responsibilities as follows:
  • The Audit Committee shall (i) recommend independent auditors of USFMMA, review the report of the independent auditors and management letter, and recommend action as needed; (ii) investigate matters of fiscal controls and disclosure and such other matters as directed by the Board; and (iii) perform such other duties as assigned by the Board.

8.7.2 Committee Members. The Treasurer shall serve as the Chair of the Audit Committee. The President shall appoint up to three (3) members of the Audit Committee, all of whom shall be Directors of the Board. At least one (1) Independent Director of the Board shall be on the Audit Committee. The AAC or President shall appoint one (1) Elite Athlete that has demonstrated engagement in USFMMA competition within the last 48 months as a member of the Audit Committee.

• Ethics Committee: The Ethics Committee shall be appointed and have the responsibilities as follows:
  • The Ethics Committee shall (i) oversee the implementation of, and compliance with, the USFMMA Code of Ethics; (ii) report to the Board on ethical issues; (iii) develop, and review on an annual basis, a Code of Ethics for the Board, Officers, Committee and Task Force members, volunteers, staff and member organizations for adoption by the Board; (iv) generally

 

administer and oversee compliance with the Code of Ethics; (v) review and investigate matters of ethical impropriety and make recommendations on such matters to the Board; (vi) review and provide guidance on ethical questions presented to it by the Board, Officers, Committee and Task Force members, volunteers, staff and USFMMA members; and (vii) perform such other duties as assigned by the Board.

• Committee Members. The President shall appoint the Chair and up to three (3) other members of the Ethics Committee. The AAC or President shall appoint one (1) Elite Athlete that has demonstrated engagement in USFMMA competition within the last 48 months as a member of the Ethics Committee. The Chair and the remaining three (3) non-Athlete members of the Ethics Committee shall each be independent as that term is defined in Section 6.6(B)(ii) of these Bylaws. No Director of the Board shall be appointed to the Ethics

• Judicial Committee: The Judicial Committee shall be appointed and have the responsibilities as follows:
  • The Judicial Committee shall (i) generally administer and oversee all administrative grievances, appeal of disciplinary sanctions issued by the Executive Director, and right to participate matters filed with USFMMA; (ii) identify individuals who would be fair and impartial and who would have the qualifications and ability to serve on Hearing Panels; (iii) hear and render a decision, or appoint a panel to hear and render a decision, on grievances and disciplinary matters; and (iv) perform such other duties as assigned by the Board.
  • Committee Members. The President shall appoint the Chair and up to three (3) other members of the Judicial Committee. The AAC or President shall appoint one (1) Elite Athlete that has demonstrated engagement in USFMMA competition within the last 48 months as a member of the Judicial Committee. The Chair and at least two (2) other member of the Judicial Committee appointed by the President shall be independent as that term is defined in Section 6.6(B)(ii) of these Bylaws. No Director of the Board or member of the Appeals Committee shall be appointed to the Judicial
• Appeals Committee. The Appeals Committee shall be appointed and have the responsibilities as follows:

 

• The Appeals Committee shall (i) generally administer and oversee all appeals of administrative grievances and disciplinary sanctions pursuant to the USFMMA grievance and disciplinary policy; (ii) hear and render a decision, or appoint a panel to hear and render a decision, on such appeals; and (iii) perform such other duties as assigned by the Board.
• Committee Members. The President shall appoint the Chair and up to three (3) other members of the Appeals Committee. The AAC or President shall appoint one (1) Elite Athlete that has demonstrated engagement in USFMMA competition within the last 48 months as a member of the Appeals Committee. The Chair and at least two (2) other member of the Appeals Committee appointed by the President shall be independent as that term is defined in Section 6.6(B)(ii) of these Bylaws. No Director of the Board or member of the Judicial Committee shall be appointed to the Appeals

• Coaches Commission: The Coaches Commission shall be appointed and have the responsibilities as follows:
  • The Coaches Commission shall:

 

• generally oversee certification of coaches;

 

• recommend on an as-needed basis amendments to coaches’ responsibilities as described in USFMMA’s Rulebook; and
• perform such other duties as assigned by the

 

• Commission Members. The President shall appoint the Chair and other members of the Coaches Commission. The AAC or President shall appoint Elite Athletes that have demonstrated engagement in USFMMA competition within the last 48 months as members of the Coaches Commission. An active coach who meets the membership qualifications described in Section 5.1(B) of these Bylaws shall be eligible to serve on the Coaches

• Referees and Judges Commission: The Referees and Judges Commission shall be appointed and have the responsibilities as follows:
  • The Referees and Judges Commission shall

 

• generally oversee the referees and judging programs of USFMMA;

 

• recommend amendments to the referees and judging program rules, policies, procedures and regulations on an as needed basis; and
• perform such other duties as assigned by the

 

• Commission Members. The President shall appoint the Chair and other members of the Referees and Judges Commission. The AAC or President shall appoint Elite Athletes that have demonstrated engagement in USFMMA competition within the last 48 months as members of the of the Referees and Judges

• Competitions Commission: The Competitions Commission shall be appointed and have the responsibilities as follows:
  • Functions: The Competitions Commission shall

 

• generally oversee the competitions of USFMMA, subject to details as contained in applicable policies and procedures of USFMMA;
• review and make recommendations in relation to the technical rules and ensure conformity between the rules of USFMMA and the IMMAF Technical and Competition Rules;
• recommend changes to competition formats and scheduling on an as-needed basis; and

 

• perform such other duties as assigned by the

 

• Commission Members: The President shall appoint the Chair and other members of the Competitions Commission. The AAC or President shall appoint Elite Athletes that have demonstrated engagement in USFMMA competition within the last 48 months as members of the of the Competitions

• Women’s Commission: The Women’s Commission shall be appointed and have the responsibilities as follows:
  • Functions: The Women’s Commission shall

 

• generally oversee the Women’s Amateur MMA program within USFMMA, subject to details as contained in applicable policies and procedures of UUSFMMA;

 

• recommend changes to the Women’s Amateur MMA program on an as-needed basis; and
• perform such other duties as assigned by the

 

8.14.2 Commission Members: The President shall appoint the Chair and other members of the Women’s Commission. The AAC or President shall appoint Elite Athletes that have demonstrated engagement in USFMMA competition within the last 48 months as members of the Women’s Committee.

• PR & Communications Commission: The PR & Communications Commission shall be appointed and have the responsibilities as follows:
  • Functions: The PR &Communications Commission shall

 

• generally oversee the communication and public relations policy within USFMMA, subject to details as contained in applicable policies and procedures of USFMMA;
• recommend changes to and advise on such policy on an as-needed basis; and

 

• perform such other duties as assigned by the

 

• Commission Members: The President shall appoint the Chair and other members of the Communications Commission. The AAC or President shall appoint Elite Athletes that have demonstrated engagement in USFMMA competition within the last 48 months as members of the of the PR & Communications

• Marketing Commission: The Marketing Commission shall be appointed and have the responsibilities as follows:
  • Functions: The Marketing Commission shall

 

• generally oversee the marketing strategy of USFMMA, particularly in the areas of television and sponsorship, subject to details as contained in applicable policies and procedures of USFMMA;
• recommend changes to and advise on such strategy on an as-needed basis; and

 

• perform such other duties as assigned by the

 

• Commission Members: The President shall appoint the Chair and up to three (3) other members of the Marketing Commission. The AAC or President shall appoint Elite Athletes that have demonstrated engagement in USFMMA competition within the last 48 months as members of the of the Marketing

• Procedures: Each Standing Committee, Standing Commission, other Committee, Task Force and other Commission shall establish procedures for conducting its business and affairs. Such procedures shall be published and made available on USA MMA’s website. Standing Committee and Standing Commission procedures must be approved by the Board of Directors, and other Committee, Task Force and other Commission procedures must be approved by the President.
• Open and Executive Meeting Sessions: Ordinarily, all Standing Committee, Standing Commission, other Committee, Task Force and Commission meetings shall be open to Standing Committee, Standing Commission, other Committee, Task Force and other Commission members, and, where appropriate, non-members. However, in the event the Standing Committee, Standing Commission, other Committee, Task Force or other Commission Chair, with the consent of a majority of the Standing Committee, Standing Commission, other Committee, Task Force or other Commission members in attendance, deems it appropriate to exclude non- members at a meeting for any reason, then the Chair may convene an executive session to consider and discuss sensitive
• Committee Member Attendance: Standing Committee, Standing Commission, other Committee, Task Force and other Commission members are expected to attend in person all regularly scheduled Standing Committee, Standing Commission, other Committee, Task Force and other Commission meetings of which they are a member. Any Standing Committee, Standing Commission, other Committee, Task Force or other Commission member failing to attend a minimum of at least one-half (1/2) of the Standing Committee, Standing Commission, other Committee, Task Force and other Commission meetings of which they are a member during any twelve (12)-month period, without an excused absence, may be removed by the President. The President, either personally or through a designated representative, may attend all scheduled meetings of Standing Committees, Standing Commission, other Committees, Task Forces and/or other

 

• Minutes of Meetings: Each Standing Committee, Standing Commission, other Committee, Task Force and other Commission shall take minutes of its meetings. The minutes shall be submitted to the Executive Director and the President within ten (10) days of the end of the respective
• Compensation: Standing Committee, Standing Commission, other Committee, Task Force and other Commission members shall not receive compensation for their services, although the reasonable expenses of Standing Committee, Standing Commission, other Committee, Task Force and other Commission members may be paid or reimbursed in accordance with USFMMA’s policies. Standing Committee, Standing Commission, other Committee, Task Force and other Commission members who are not Directors of the Board may receive compensation for services rendered to or for the benefit of USFMMA in any other capacity, provided the Board gives explicit

 

ARTICLE 9.

 

UNITED STATES FEDERATION OF MIXED MARTIAL ARTS (USFMMA) ATHLETES’ ADVISORY COUNCIL

• Objectives: The purpose of the AAC is to advocate the interests of athletes in all areas of USFMMA influence and governance. The AAC shall ensure twenty (20) percent athlete representation in all decision-making bodies of USFMMA including the Board of Directors and any USFMMA Task Forces, Standing Committees, Standing Commission, other Committees and other Commissions or other such
• Election: The initial membership of AAC shall consist of one (1) representative of each of the USFMMA geographic

(A) Regional Athlete Representatives:

 

1. Each of the USFMMA geographic regions will be responsible

 

for holding their athlete elections at the respective Regional Tournaments. In order to be eligible to run and vote, an individual must be:

 

1. at least age eighteen (18) years of age;

 

2. registered as a member of USFMMA at least sixty (60) days prior to election; and

 

3. must meet the definition of Elite Athlete as set forth in Section 6.6(A)(ii) of these Bylaws. All subsequent USFMMA AACs shall be elected per the USFMMA Athlete Advisory Council Bylaws.

• Terms: Terms for AAC Representatives shall run for four (4) years or until their successors shall have been elected and shall have qualified

9.4   Meetings.

 

• Regular ACC Meeting: A regular AAC meeting shall be held in conjunction with USFMMA Assembly.
• Other Meetings: Other meetings may be held according to the AAC

 

• USFMMA Obligations: USFMMA shall:

 

• assist with travel, board, and housing expenses of all AAC members attending the AAC Annual Meeting and any meeting teleconference charges;
• assist with reasonable expenses of the athlete members of the USFMMA Board of Directors to attend all USFMMA Board of Directors’ meetings;
• Assist the Athlete Board of Director Member/Federation athlete representatives to attend Federation meetings as scheduled by the Chair of the Federation;
  • Athlete Representation on USFMMA Committees: Athlete representatives on all USFMMA Standing Committees, Standing Commissions, other Committees, Task Forces and/or other Commissions will be appointed by the USFMMA AAC or

 

ARTICLE 10.

 

NATIONAL OLYMPIC COMMITTEE ATHLETES’ ADVISORY COUNCIL

 

• Designation USFMMA shall have a representative and an alternate representative to the Athletes’ Advisory Council of its National Olympic Committee (the “NOC Athletes’ Advisory Council”).
• Qualifications: Those individuals who have represented the United States as athletes in the Olympic Games, the Pan American Games, IMMAF World Championships or other major international competitions in the sport of MMA within the ten (10) year period prior to December 31 of the year in which the election is held shall be eligible to run for election to the NOC Athletes’ Advisory Council. Additionally, in order to be eligible to run for election, an individual shall be a citizen of the United States and eighteen (18) years of age or older by December 31 of the year in which the election is held. USFMMA shall follow all requirements for membership in the NOC Athlete’s Advisory Council as promulgated by the NOC or the NOC’s Athletes’ Advisory Council, whether set forth in these Bylaws or
• Election/Selection: An individual who wishes to run for election to the NOC Athletes’ Advisory Council and to be placed on the ballot shall obtain at least ten (10) signatures of support from individuals entitled to vote in the election. Those individuals who have represented the United States as athletes in the Olympic Games, the Pan American Games, IMMAF World Championships or other major international competitions in the sport of MMA within the ten

(10) year period prior to December 31 of the year in which the election is held shall be eligible to vote in the election. Additionally, in order to be eligible to vote in the election, an individual shall be a citizen of the United States and eighteen (18) year of age or older by December 31 of the year in which the election is held.

The election shall take place after conclusion of the Summer Olympic Games, but prior to January 1 of the year following the Summer Olympic Games. The individual with the highest vote total is elected as athlete representative to the NOC Athletes’ Advisory Council. The individual with the second highest vote total of the opposite gender (as is required by the NOC Athletes’ Advisory Council), is elected as the alternate representative to the NOC Athletes’ Advisory Council.

• Tenure: The term for all representatives to the NOC Athletes’ Advisory Council shall be for four (4) years. A representative shall remain on the NOC Athletes’ Advisory Council until

 

the representative’s successor is elected and qualified, or until the representative’s earlier resignation, removal, incapacity, disability or death.

• Term Limits: No representative to the NOC Athletes’ Advisory Council shall serve for more than two (2) consecutive terms. There is no term limit restriction for the position of alternate

 

ARTICLE 11.

 

NATIONAL OLYMPIC COMMITTEE NATIONAL GOVERNING BODIES’ COUNCIL REPRESENTATIVE

• Designation: USFMMA shall have a representative and an alternative representative to the National Governing Bodies’ Council of its National Olympic Committee (the “NOC National Governing Bodies’ Council”).
• Election/Selection: The Executive Director shall serve as USFMMA’s representative to the NOC National Governing Bodies’ Council. The President shall serve as USFMMA’s alternative representative to the NOC National Governing Bodies’

 

ARTICLE 12.

 

EXECUTIVE DIRECTOR

 

• Designation: USFMMA shall employ an Executive Director, who shall be the Chief Executive Officer of USFMMA. As such, the Executive Director shall be vested with the authority to make decisions on behalf of USFMMA. The Executive Director shall not be a voting Director of the Board, but may attend all Board of Directors meetings, and may also attend Standing Committee, Standing Commission, other Committee, Task Force and/or other Commission meetings. The Board of Directors may, by majority vote of those present, exclude the Executive Director from a meeting or a portion
• Employment: Subject to ratification by the Board of Directors, the Executive

 

Director shall be selected by the President and may be removed by the President at any time, with or without cause. Removal shall not affect the contract rights, if any, of the Executive Director. The Executive Director shall report to the President for the term of his or her employment. If the Executive Director has a contract of employment with USFMMA, the contract shall provide that the Executive Director’s employment may be terminated by the President with or without cause and specify what compensation, if any, the Executive Director may receive on removal for cause and without cause.

• Duties and Responsibilities: The Executive Director shall:

 

• develop a strategy for achieving USFMMA’s mission, goals and objectives and present the strategy to the Board of Directors for approval;
• prepare and submit quadrennial and annual budgets to the Board for approval;

 

• determine the staff needed to effectively carry out USFMMA’s missions, goals and objectives, within USFMMA’s budget;
• oversee the size and compensation of management and staff and the hiring and termination of all members of management and staff;
• either directly or by a delegation manage all management functions;

 

• be responsible for resource generation and allocation of resources in accordance with existing USFMMA commitments;
• coordinate and be responsible for USFMMA’s international operational activities;

 

• along with the President, act as USFMMA’s spokesperson;

 

• foster good relations with sponsors, partners and others

 

• shall act as the secretary of USFMMA, and in this regard the Executive Director, or a member of the staff designated by the Executive Director, shall:
• cause minutes of the proceedings of the members and Board of Directors to be kept;

 

• cause all notices to be duly given in accordance with the provisions of these Bylaws;

 

• be the custodian of USFMMA’s corporate records and the seal of USFMMA;

 

• cause to be kept USFMMA’s registered office or principal place of business within or outside Nevada those records required to be kept pursuant to Sections 19.5 and 19.6 of these Bylaws; and
• perform all functions that usually pertain to the office of Executive

 

 

ARTICLE 13.

 

IMMAF REPRESENTATION

 

• Recognition by IMMAF: USFMMA shall seek and attempt to maintain recognition by IMMAF as the National Federation responsible for Governance of the sport of Amateur MMA in the United States of America, and thus be admitted into the IMMAF
• Secretary General: The Executive Director shall serve as Secretary General USFMMA. In the role of Secretary General, the Executive Director shall represent USFMMA in operational matters at international MMA functions and events and may serve as a delegate to the IMMAF Congress on behalf of
• President: The President will represent USFMMA in relations with IMMAF and at international MMA functions and events and shall serve as the voting delegate to the IMMAF Congress on behalf of USFMMA. This may be delegated by the President to another representative of USFMMA, if
• Directors and Officers: All Directors and Officers of USFMMA will be expected to communicate with IMMAF as their duties require

 

ARTICLE 14.

 

IMMAF PROGRAMS

 

• Responsibility of USFMMA: USFMMA is responsible for the sport of Amateur MMA, in particular IMMAF directives in the United

 

• Responsibility for the IMMAF Program within USFMMA: USFMMA may run and administer the IMMAF Program in the United States only pursuant to the terms and conditions of a separate agreement between USFMMA and
• Compliance with IMMAF Statutes: USFMMA and each member of USFMMA is subject to the IMMAF Statutes. To the extent permitted by law, USFMMA shall comply with the applicable IMMAF Statutes, the IMMAF Bylaws, the Technical and Competition Rules issued by IMMAF from time to time, the IMMAF Code of Ethics, the IMMAF Disciplinary Code and Procedural Rules, the IMMAF Anti-Doping Code as well as the Anti-Doping Rules of the World Anti-Doping
• Recognition of IMMAF: USFMMA recognizes IMMAF as the sole international federation for the sport of amateur
• Compliance with Decisions of IMMAF: In accordance with the IMMAF Statutes, and to the extent permitted by applicable law, USFMMA shall comply fully with any applicable decision passed by the IMMAF Executive Committees, which such decisions are, according to the IMMAF Statutes, final and not subject to appeal. USFMMA shall take every precaution necessary to ensure that its own officials and athletes comply with these
• USFMMA’s Obligations to IMMAF: To the extent permitted by applicable law, USFMMA has the following obligations to IMMAF:

• to abstain from any behavior detrimental to IMMAF;

 

• to comply fully with the IMMAF Statutes, the IMMAF Bylaws, the IMMAF Technical & Competition Rules, the Code of Ethics, the Disciplinary Code and Procedural Rules, and, to the extent that such are in compliance with the foregoing, decisions of the IMMAF Executive Committees and IMMAF decisions of arbitration for the sport of Amateur MMA
• to ensure that USFMMA’s members, clubs, officials, athletes, and any person or organization connected to the sport of Amateur MMA within the United States comply with the IMMAF Statutes, the IMMAF Bylaws, the IMMAF Technical & Competition Rules, the Code of Ethics, the Disciplinary Code and Procedural Rules;

 

• to submit USFMMA’s statutes, constitution or bylaws (including an English translation of their statutes, constitution or bylaws if such statutes, constitution or bylaws are in a language other than English) to IMMAF for approval whenever such statutes, constitution or bylaws involve IMMAF, which specific statutes, constitution or bylaws shall come into force only after receiving IMMAF approval;
• to submit the results of any election of Officers of USFMMA and its organizational structure to IMMAF;
• to pay all annual fees established by IMMAF;

 

• to participate in IMMAF-approved events as set out in the IMMAF Statutes;

 

• to not permit any person who is not eligible to compete under IMMAF rules to register as an athlete within
  • Exclusion of All External Interference: USFMMA must prevent any and all external interference in their election and appointment processes. IMMAF may send an observer to USFMMA’s elections at the discretion of the President of IMMAF or at the request
  • Suspension and Cancellation: USFMMA shall be suspended by IMMAF if it is no longer performing as the National Governing Body of the sport of MMA in the United States. USFMMA may have its membership status in IMMAF cancelled if USFMMA: (i) resigns such membership; (ii) is excluded from IMMAF by a decision of the IMMAF Executive Committee ratified by Congress; or (iii) if USFMMA is dissolved pursuant to the Nonprofit Corporation Act.

 

ARTICLE 15.

 

SANCTIONING OF EVENTS

 

• Prompt Review of Request USFMMA shall promptly review every request submitted by a for- profit or not-for-profit sports organization which meets the requirements of applicable federal law (for purposes this Article 15, “Sports Organization”) or person for a sanction and make a determination on such request: (i) to hold an international or national Amateur MMA

 

competition in the United States, or (ii) to sponsor United States MMA athletes to compete in an international Amateur MMA athletic competition held outside the United States.

• Standard for Review: If USFMMA, as a result of its review: (i) does not determine by clear and convincing evidence that holding or sponsoring an international or national amateur athletic MMA competition would be detrimental to the best interests of USFMMA, and (ii) confirms that the Sports Organization or person meets the requirements for obtaining a sanction as set forth in these Bylaws, then USFMMA shall grant the sanction requested by the Sports Organization or
• Requirements for Holding an International or National Competition in the United States: A Sports Organization or person requesting a sanction to hold an international or national competition in the United States shall comply with the following requirements:

• submits, in the form required by USFMMA, an application to hold such competition;

 

• pays to USFMMA the required sanctioning fee, provided that such fee shall be reasonable and nondiscriminatory;
• submits to USFMMA an audited or notarized financial report of similar events, if any, conducted by the Sports Organization or person; and
• demonstrates that: (i) appropriate measures have been taken to protect the eligibility of athletes who will take part in the competition; (ii) appropriate provision has been made for validation of records which may be established during the competition; (iii) due regard has been given to any international eligibility requirements specifically applicable to the competition; (iv) the competition will be conducted by qualified officials; (v) insurance coverage has been obtained in compliance with USMMAF’s insurance requirements; (vi) proper medical supervision will be provided for athletes who will participate in the competition; and (vii) proper safety precautions have been taken to protect the personal welfare of the athletes and spectators at the

15.4   Requirements for Sponsoring United States Amateur MMA Athletes to Compete in an International Competition Held Outside the United States: A Sports Organization or person

 

requesting a sanction to sponsor United States athletes to compete in an international competition held outside the United States shall comply with the following requirements:

• submits, in the form required by USFMMA, an application to hold such competition to the USFMMA National Office;
• pays to USFMMA the required sanctioning fee, provided that such fee shall be reasonable and nondiscriminatory;
• submits a report of the most recent trip to a foreign country, if any, that the Sports Organization or person sponsored for the purpose of having United States’ athletes compete in international competition;
• submits a letter from the appropriate entity that will hold the international competition certifying that: (i) demonstrates that appropriate measures have been taken to protect the eligible status of athletes who will take part in the competition and to protect their eligibility to compete in competition; (ii) appropriate provision has been made for validation of records which may be established during the competition; (iii) due regard has been given to any international eligibility requirements specifically applicable to the competition; (iv) the competition will be conducted by qualified officials; (v) insurance coverage has been obtained in compliance with USFMMA’s insurance requirements; (vi) proper medical supervision will be provided for athletes who will participate in the competition; (vii) proper safety precautions have been taken to protect the personal welfare of the athletes and spectators at the competition; (viii) the requesting body must also obtain and show proof of medical insurance for its entire delegation; and (ix) all athletes must be registered in the approved USFMMA database
• provides a written narrative and a variety of action photographs of the activities conducted during the event so the information may be shared via USFMMA’s website and approved media platforms. If the requirements described above are not met, USFMMA retains the right to deny any future requests until the above conditions are satisfactorily

 

ARTICLE 16.

 

COMPLAINT PROCEDURES

 

16.1 Judicial & Complaint Procedures: The Judicial Committee shall hold hearings in accordance with such procedures as the Board of Directors from time to time may adopt.

 

ARTICLE 17. SAFESPORT

17.1 Allegations Regarding Sexual Abuse or Misconduct

 

• In the event that any Party is alleged to have violated the USFMMA SafeSport Policy prohibiting sexual abuse or misconduct or in the event that USFMMA receives a report that is required by the USOC to be referred to the U.S. Center for SafeSport (Center), and the Center shall have jurisdiction and authority to investigate such allegations or report, to issue any interim suspension or measures pending conclusion of the investigation, to make recommendations of sanctions or disciplinary action as a result of such investigation, and to adjudicate such matter according to The Center’s procedures for adjudication; provided that, the duty to report to The Center and The Center jurisdiction to investigate shall not supersede any local, state or federal reporting requirements or jurisdiction
• There shall be no appeals of any decisions adjudicated by the Center except through arbitration with the American Arbitration Association as set forth in the Center’s Bylaws or other Center or USOC governing
• Neither USFMMA nor USFMMA Affiliate or program shall engage in its own investigation or disciplinary process related to any allegations or reports that are within the jurisdiction of the Center. Upon the issuance by the Center of any interim suspension or other measures, or any other suspension or other sanction issued by the Center after conclusion of the adjudicative process or by agreement with the party subject to suspension or other sanction, USFMMA and its Affiliates and programs shall enforce such suspension or other sanction throughout USFMMA programs. USFMMA and its affiliates and programs shall enforce any suspension or other sanction issued by the Center even if arising from allegations outside of USFMMA
• The delegation of authority and jurisdiction to the Center as set forth above, and the restrictions on USFMMA, Affiliates and local programs, shall also include the investigation and

 

issuance of sanctions related to allegations of other violations of the USFMMA SafeSport Policies (e.g., physical abuse, emotional abuse, bullying, harassment, and hazing) that are involved in a matter that involves sexual abuse or misconduct. Additionally, in USFMMAs discretion, the USFMMA national office may request that the Center accept jurisdiction of matters that do not involve sexual abuse or misconduct but do involve allegations of physical abuse, emotional abuse, bullying, harassment, or hazing against any Party.

 

ARTICLE 18

 

Code of Ethics

 

18.1 Code of Ethics: USFMMA shall adopt a Code of Ethics and a Conflicts of Interest Policy (the “Code”) applicable to all USFMMA employees, Directors of the Board, Officers, and Standing Committee members. Each of the above shall annually certify compliance with the Code. The Ethics Committee shall hold hearings in accordance with such procedures as the Board of Directors from time to time may adopt.

 

ARTICLE 19 FIDUCIARY MATTERS

•  

 

• Scope of Indemnification. USFMMA shall indemnify each Director, Officer, Employee and volunteer of USFMMA to the fullest extent permissible under the laws of the State of Nevada, and may in its discretion purchase insurance insuring its obligations hereunder or otherwise protecting the persons intended to be protected by this Section 18.1.1. USFMMA shall have the right, but shall not be obligated, to indemnify any agent of USFMMA not otherwise covered by this Section 18.1.1 to the fullest extent permissible under the laws of the State of Nevada.
• Savings Clause; If any provision of the Nonprofit Corporation Act or these Bylaws dealing with indemnification shall be invalidated by any court on any ground, then

 

USFMMA shall nevertheless indemnify each party otherwise entitled to indemnification hereunder to the fullest extent permitted by law or any applicable provision of the Nonprofit Corporation Act or these Bylaws that shall not have been invalidated. Notwithstanding any other provision of these Bylaws, USFMMA shall neither indemnify any person nor purchase any insurance in any manner or to any extent that would jeopardize or be inconsistent with the qualification of USFMMA as an organization described in section 501(c)(3) of the Internal Revenue Code, or that would result in the imposition of any liability under either section 4941 or section 4958 of the Internal Revenue Code.

19.2  General Standards of Conduct for Directors and Officers.

 

• Discharge of Duties. Each Director shall discharge the Director’s duties as a Director, including the Director’s duties as a member of a Committee of the Board, and each Officer with discretionary authority shall discharge the Officer’s duties under that authority (i) in good faith;

(ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (iii) in a manner the Director or Officer reasonably believes to be in the best interests of USFMMA.

• Reliance on Information, Reports, Etc. In discharging duties, a Director or Officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (i) one (1) or more Officers or employees USFMMA whom the Director or Officer reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, a public accountant or another person as to matters the Director or Officer reasonably believes are within such person’s professional or expert competence; or (iii) in the case of a Director, a Committee of the Board of Directors of which the Director is not a member if the Director reasonably believes the Committee merits confidence. A Director or Officer is not acting in good faith if the Director or Officer has knowledge concerning the matter in question thatmakes reliance otherwise permitted by this Section 18.2.2 unwarranted.
• Director Not Deemed to Be a “Trustee”. A Director, regardless of title, shall not be deemed to be a “trustee” within the meaning given that term by trust law with respect to USFMMA or with respect to any property held or administered by USFMMA including, without

 

limitation, property that may be subject to restrictions imposed by the donor or transferor of such property.

19.3  Conflicts of Interest.

 

• Definition of Conflict of Interest. A conflict of interest arises when any “responsible person” or any “party related to a responsible person” has an “interest adverse to the corporation.” A “responsible person” is any individual in a position to exercise substantial influence over the affairs of the corporation, and specifically includes, without limitation, directors and officers of the corporation. A “party related to a responsible person” includes his or her extended family (including spouse, ancestors, descendants and siblings, and their respective spouses and descendants), an estate or trust in which the responsible person or any member of his or her extended family has a beneficial interest or a fiduciary responsibility, or an entity in which the responsible person or any member of his or her extended family is a director, trustee or officer or has a financial interest. “An interest adverse to the corporation” includes any interest in any contract, transaction or other financial relationship with the corporation, and any interest in an entity whose best interests may be impaired by the best interests of the corporation including, without limitation, an entity providing any goods or services to or receiving any goods or services from the corporation, an entity in which the corporation has any business or financial interest, and an entity providing goods or services or performing activities similar to the goods or services or activities of the
• If a responsible person is aware that USFMMA is about to enter into any transaction or make any decision involving a conflict of interest, (a “conflicting interest transaction”), such person shall: (i) immediately inform those charged with approving the conflicting interest transaction on behalf of USFMMA of the interest or position of such person or any party related to such person; (ii) aid the persons charged with making the decision by disclosing any material facts within the responsible person’s knowledge that bear on the advisability of USFMMA entering into the conflicting interest transaction; and (iii) not be entitled to vote on the decision to enter into such transaction.
• Approval of Conflicting Interest Transactions; USFMMA may enter into a conflicting interest transaction provided either:

 

• the material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the Board of Directors or to a Committee of the Board of Directors that authorizes, approves or ratifies the conflicting interest transaction, and the Board or Committee in good faith authorizes, approves or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested Directors on the Board or Committee, even though the disinterested Directors are less than a quorum; or
• the material facts as to the responsible person’s relationship or interest and as to the conflicting interest transaction are disclosed or are known to the members, and the conflicting interest transaction is specifically authorized, approved, or ratified in good faith by a vote of the members entitled to vote thereon; or
• the conflicting interest transaction is fair as to

 

19.4  Liability of Directors for Unlawful Distributions.

 

• Liability to USFMMA. A Director who votes for or assents to a distribution made in violation of the Nonprofit Corporation Act or the Articles of incorporation of USFMMA shall be personally liable to USFMMA for the amount of the distribution that exceeds what could have been distributed without violating the Nonprofit Corporation Act or the Articles of Incorporation if it is established that the Director did not perform the Director’s duties in compliance with the general standards of conduct for Directors set forth in Section 2.
• A Director who is liable under Section 18.4.1 for an unlawful distribution is entitled to contribution: (i) from every other Director who could be liable under Section 18.4.1 for the unlawful distribution; and (ii) from each person who accepted the distribution knowing the distribution was made in violation of the Nonprofit Corporation Act or the Articles of Incorporation, to the extent the distribution to that person exceeds what could have been distributed to that person without violating the Nonprofit Corporation Act or the Articles of Incorporation. 19.5 Loans to Directors and Officers Prohibited: No loans shall be made by USFMMA to any of its Directors or Officers. Any Director or Officer who assents to or participates in the making of any such loan shall be liable to USFMMA for the amount of such loan until the repayment thereof.

ARTICLE 20 RECORDS OF USFMMA

• Minutes, Etc: USFMMA shall keep as permanent records minutes of all meetings of the members and Board of Directors, a record of all actions taken by the members or Board of Directors without a meeting, a record of all actions taken by a Committee of the Board of Directors in place of the Board of Directors on behalf of USFMMA, and a record of all waivers of notices of meetings of the members and of the Board of Directors or any Committee of the Board of
• Accounting Records: USFMMA shall maintain appropriate accounting

 

• Membership List: USFMMA, or its agent, shall maintain a record of the members in a form that permits preparation of a list of the names and addresses of the members in alphabetical order.
• Records in Written Form USFMMA shall maintain its records in written form or in another form capable of conversion into written form within a reasonable
• Records Maintained at Principal Office: USFMMA shall keep a copy of each of the following records at its principal office:

• the Articles of Incorporation;

 

• these Bylaws;

 

• resolutions adopted by the Board of Directors relating to the characteristics, qualifications, rights, limitations and obligations of the members;
• the minutes of all meetings of the members, and records of all action taken by the members without a meeting, for the past three (3) years;
• all written communications within the past three (3) years to the members generally as the members;
• a list of the names and business or home addresses of the current Directors and Officers;

 

• a copy of the most recent corporate report delivered to the Nevada Secretary of State;

 

• all financial statements prepared for periods ending during the last three (3) years that a member of USFMMA could have requested under Section 6.3;
• USFMMA’s application for recognition of exemption and the tax exemption determination letter issued by the Internal Revenue Service; and

20.6   Inspection of Records by Members.

 

• Records Maintained at Principal Office. A member (including a beneficial owner whose membership interest is held in a voting trust and any other beneficial owner of a membership interest who establishes beneficial ownership) shall be entitled to inspect and copy, during regular business hours at USFMMA’s principal office, any of the records of USFMMA described in Section 19.5, provided that the member gives USFMMA written demand at least five (5) business days before the date on which the member wishes to inspect and copy such records.
• Financial Statements. Upon the written request of any member, USFMMA shall mail to such member its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations.

20.6.3.   Scope of Members’ Inspection Rights.

 

• Agent or Attorney: The member’s duly authorized agent or attorney has the same inspection and copying rights as the
• Right to Copy: The right to copy records under this Article 19 includes, if reasonable, the right to receive copies made by photographic, xerographic, electronic or other
• Reasonable Charge for Copies: Except for requests for financial statements pursuant to Section 19.6.3USFMMA may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to a member. The charge may not exceed the estimated cost of production and reproduction of the
• Litigation: Nothing in this Article 19 shall limit the right of a member to inspect records to the same extent as any other litigant if the member is in litigation with USFMMA, or the power

 

of a court to compel the production of corporate records for examination.

 

ARTICLE 22 REGISTRATIONS

• Registration: Registration is required of all athletes and non-athletes competing or participating in sanctioned events, or activities of USFMMA, subject to the rules and limitations as imposed by
• Registration Duration: Registration annually will cover the period from January 1 through December 31, or such other time as is set by
• International Registration: The USFMMA Board shall work to approve a single digital database for all-member athletes competing or participating in IMMAF and/or USFMMA competitions. All USFMMA-sanctioned events must honor the information gathered within the database including suspensions, medical advisories and records. USFMMA-member athletes and non-athletes must be registered within the My Next Match database (or further approved database as directed by IMMAF) in order to compete/participate in IMMAF and/or USFMMA sanctioned
• Registration Fee: The membership fee USFMMA shall be set by the Board of

 

• Anti-Doping: As a condition of membership in USFMMA, every member agrees to comply with the requirements of (i) USADA, (ii) USFMMA’s National Olympic Committee, (iii) WADA, (iv) IMMAF, and (v) the IOC, prohibiting doping in sport. Every registered athlete agrees as a condition of membership to comply with and consent to the in-competition, out-of- competition, and other testing, investigation, and procedural requirements of these anti-doping agencies. Members who fail to comply with these requirements face suspension or expulsion from
• Members Subject to Discipline: Each member is subject to suspension, ineligibility or disciplinary action (subject to the member’s right to a hearing) for the violation of or failure to comply with the Technical Rules, Bylaws, and written policies of USFMMA, participating in or committing actions that bring disrepute upon and/or result in damage to USFMMA or its programs, fraud in any form, violation of the USFMMA Code of Conduct, Code of Ethics, or conflicts of interest rules, failure to fully cooperate with the Judicial Committee of USFMMA, or taking actions detrimental to the welfare of Olympic-style or other Amateur MMA, or to USFMMA.

ARTICLE 23 AMENDMENT OF BYLAWS

23.1 Amendment: These Bylaws may be amended, repealed, or altered, in whole or in part, and new Bylaws may be adopted, by a majority vote of the entire Board of Directors at any meeting duly called and at which a quorum is present.

 

 

ARTICLE 24 MISCELLANEOUS PROVISIONS

• Severability and Headings: The invalidity of any provision of these Bylaws shall not affect the other provisions of these Bylaws, and in such event these Bylaws shall be construed in all respects as if such invalid provision were
• Saving Clause: Failure of literal or complete compliance with any provision of these Bylaws in respect of dates and times of notice, or the sending or receipt of the same, or errors in phraseology of notice of proposals, which in the judgment of the Directors of the Board do not cause substantial injury to the rights of Directors, shall not invalidate the actions or proceedings of the Directors at any

ARTICLE 25

 

EFFECTIVE DATE AND TRANSITION

 

25.1 Effective Date and Transition: These Bylaws shall be effective when adopted by the Provisional Board of Directors. Immediately upon adoption, the USFMMA Board of Directors shall initiate and implement the process to have a new Board elected/selected pursuant to these Bylaws. Once adopted, these Bylaws shall supersede all previous versions of USFMMA Bylaws and any amendments thereto.