2333 N. Tucson Blvd.
Tucson, AZ 85716
(As Revised January, 2015)
1. This corporation is a membership corporation and shall have no capital stock.
2. The members of this corporation shall be those persons who shall be admitted to membership from time to time and who shall pay a membership fee prescribed by the Board of Directors and shall hold a valid membership card.
3. The United States Handball Association shall not discriminate on the basis of race, gender, color, religion, national origin, disability, age, sexual orientation, or veteran status with regard to membership or the administration of any of its programs or activities.
Board of Directors
4. The affairs and property of the corporation shall be managed and administered by the Board of Directors. The number of elected members of the Board of Directors of this corporation shall be fifteen (15). Such elected members of the Board of Directors shall serve upon the Board of Directors for and during the period of three (3) years, or until their successors are elected. The terms of the elected members of the Board of Directors shall be staggered so that each year five (5) directors will finish serving their three-year terms and five new directors will be elected.
5. Past Presidents of the association shall have the option to continue as ex officio members of the Board with full voting privileges for two years.
6. All members of the Board of Directors of this corporation must be members of the United States Handball Association, and all officers of the corporation must be members of the Board of Directors, provided that, once elected, the President shall serve out the full term as both officer and board member.
7. The Board of Directors shall judge the qualifications of each applicant for membership in this corporation.
8. The Board of Directors may employ an Executive Director and such other persons for the performance of such duties as the Board of Directors may delegate to them, providing same are not contrary to law, and at such compensation as the Board of Directors may deem proper.
9. The Board of Directors also shall maintain a National Office at Tucson, Arizona, where its business shall be transacted, its records kept.
10. The Directors of the United States Handball Association shall have the authority to change from time to time the authorized number of members of the Board of Directors by a duly adopted amendment to the bylaws of the corporation, and generally to conduct and operate the affairs of the corporation. All property and assets of this corporation shall be subject to the jurisdiction and action of the Board of Directors.
Board of Directors’ Meetings
11. The Board of Directors shall gather twice annually to conduct its business, once for a Winter meeting and once for a Summer meeting. The Meetings shall be at a time and place agreed upon by the Directors. At least one of the two meetings shall be held at the time and in the place in which one of the corporation’s annual National Handball Tournaments is held. Notice of the time and place of each annual meeting shall be given to all Directors at least sixty (60) days in advance.
12. During the final session of the Winter Meeting of the Board of Directors of the United States Handball Association, the Board of Directors shall elect the officers of the corporation for the ensuing year. Every other year, a President shall be elected to serve a term of two (2) years. Each year, a Vice President, Treasurer and Secretary shall be elected to serve terms of one (1) year.
13. Special meetings of the Board of Directors may be called by the President on seven (7) days notice to each member of the Board of Directors. Special meetings shall also be called by the President in like manner and on like notice on the written request of eight (8) of the members of the Board of Directors.
14. At all meetings of the Board of Directors, nine (9) shall constitute a quorum, and the action of the Board of Directors at such meetings shall be binding upon all members of the Board of Directors and the members of the United States Handball Association. The executive committee shall have authority to break tie votes of the board of directors.
Nomination and Election of Directors
15. The Board of Directors shall, at all times, include one director from each of the nine (9) regions of the United States Handball Association elected by the members of the regions they represent, and six (6) directors elected by the Board of Directors from the membership at large.
16. At the Winter Board meeting prior to the expiration of the term of each regionally-elected Director, the President shall appoint a Director representing a neighboring region to identify and submit a slate of not less than two (2) nor more than five (5) qualified candidates to fill the expiring regional position, including the incumbent regional Director if he or she desires to be considered for re-election. The process shall include an advance notice and solicitation of candidates for the upcoming regional election [by the standard means of business communication e.g. magazine articles, website postings, internet postings, mailings]. If, after all due diligence, only a single candidate has agreed to stand for election, the full Board may vote, by at least a 2/3 majority, to make a temporary exception to the two-candidate minimum and permit the ballot to list a single candidate's name with space designated for a write-in candidate. The final ballot, listing the candidates and including space for a write-in candidate, shall be mailed by the USHA office to each member of the association in the region. The ballots shall be returned to a third party contracted to count them and the person polling the most votes in the region will then be elected to the Board of Directors, and his or her term of office shall begin at the first full Board meeting of the ensuing year.
17. The annual regional ballots for the Board of Directors shall be mailed no later than October 1 each year. The deadline for return of the ballots shall be November 15, to allow new Directors to have notice of and to attend the Winter Annual Meeting.
18. At the Winter Board meeting prior to the expiration of the terms of two Directors selected at-large the President shall appoint a nominating committee or three (3) returning at-large members of the Board of Directors to recommend two or more candidates for the expiring positions, including any incumbent at-large Directors who desire to be considered for re-election. Then, at the Summer meeting, the Board of Directors shall elect two nominees to the Board of Directors, their terms to begin at the first full Board meeting of the ensuing year.
Protocol: On the first and subsequent rounds of voting, each voter shall select as many names as there are positions available. Any candidate who acquires at least a number of votes equaling a majority* is eligible for a runoff. A clear winner(s) is/are elected while those not garnering a majority* and/or tied will have a runoff. Runoffs will include all candidates, excepting the one or more who are already elected. In the case of a tie or no one obtaining a majority for the remaining open position(s), the lowest vote getter is removed for the subsequent ballot.
* Majority: over half of the number of voters (irrespective of the total number of votes). Example: if 15 people are voting, a candidate must receive at least 8 total votes to have a majority.
19. Whenever any vacancy shall occur on the Board of Directors, by reason of death, resignation, removal for cause or otherwise, it may be filled by a majority vote of the remaining directors, for the balance of the term; provided that any vacancy in a regional board position shall be filled by a member of such region.
Advisory Board Members
20. The Board of Directors may, from time to time, appoint Advisory Directors to sit on the Board of Directors. Such Advisory Directors shall be appointed for terms of one (1) year and shall be entitled to attend and participate in all meetings of the Board of Directors during their appointments. Advisory Directors, however, shall not have voting privileges in the Board of Directors actions.
21. The Board of Directors shall appoint an Executive Committee of not less than five (5) nor more than seven (7) directors, including the President, any ex officio Past President, Vice President, Secretary, Treasurer, and delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and the affairs of the corporation, except as otherwise provided by law. Non-officer members of the executive committee shall serve for one year. A majority of the members of the executive committee shall constitute a quorum.
22. Every other year, the Board of Directors shall, at the final session of the Winter Annual Meeting, elect a member of the United States Handball Association to the office of President. The President shall serve for the period of two years or until a successor has been chosen.
23. The President shall provide for the signature of all certificates of membership, and, subject to the approval of the Board of Directors, generally assume and perform the usual and customary duties, functions and services of the principal executive officer of the corporation, including signing, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation. The President, with the approval of the Board of Directors, may appoint such commissioners, chairmen, committees, etc., as may be needed by the association. The President shall serve as ex-officio member, with full voting privileges, all association committees, sub-committees, task forces and ad hoc groups.
24. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe. The Vice President shall serve for one year or until a successor has been chosen.
25. The Secretary shall keep a full and complete record of the proceedings of the Board of Directors. The Secretary shall fill out and send such notices as may be necessary and proper, giving notice of all meetings as required by the bylaws, and performing such other duties as may be prescribed by the Board of Directors and all usual and customary functions and services ordinarily delegated to a Secretary of the corporation. The Secretary shall serve for one year or until his successor is chosen. The corporation may also have an Assistant Secretary to assist the Secretary in the discharge of duties.
26. The Treasurer shall perform the usual and customary duties and services of a Treasurer of a corporation, and such duties as the Board of Directors may prescribe. It shall be a responsibility of the Treasurer to examine and report upon the financial condition of the corporation including its income and expenditures and make such report at the Summer meeting, and shall generally advise the corporation regarding matters of finance. The Treasurer shall serve for one year or until a successor is chosen.
27. The Executive Director shall act on behalf of the Board of Directors as the principal operating officer of the association with full authority and responsibility for the day-to-day activities of the organization. Included among the Executive Director’s duties shall be obtaining commitments from the various cities in the United States of America to act as hosts for the one-wall, three-wall and four-wall national tournaments to be held annually; to appoint Area Commissioners throughout the United States to aid in the purposes and programs of the United States Handball Association; to aid and assist the President and the Board of Directors in obtaining contributions, royalties and other avenues of income to defray the expenses incident to carrying out the purposes of the corporation; either personally, or through Area Commissioners appointed in various geographical areas, to organize national tournaments and to seed players entering such national tournaments and to assist the President and the Board of Directors upon their request to further the interests and purposes of the corporation.
The Executive Director shall be responsible for the administration of the National Office, where a record shall be kept of the name, address, expiration date and other necessary information for each member of the United States Handball Association. It shall be the Executive Director’s responsibility to promptly and diligently pursue the renewal of all expiring memberships and to encourage handball players everywhere to become members of the association.
Certificates of Memberships
28. Certificates of membership shall be of such form and design as the Board of Directors may elect, and each certificate shall be signed by the President or at the direction of the President, the same shall be signed by the Secretary of this corporation, and said certificate shall express on its face its date of expiration and the name of the member to whom it is issued.
Distribution of Assets
29. This corporation is one which does not contemplate pecuniary gain or profit to any member, officer or director; that no part of the earnings of this corporation, if there be any earnings, or the assets of the corporation, shall inure to the benefit of any member, officer or director thereof. The property of this corporation is irrevocably dedicated to athletic, charitable, health and educational purposes. Furthermore, in the event of the dissolution or liquidation of this corporation, any and all surplus, capital or assets shall be distributed to one or more funds, foundations or corporations selected and chosen by the Board of Directors of this corporation, the same to be located in the State of Arizona, and conducted solely and exclusively for religious, athletic, health, charitable, or scientific purposes, no part of the net earnings of which inure to the benefit of any person, member, officer or Director and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation.
30. Directors shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such Directors, and filed with the Secretary of this corporation, and shall, by the terms thereof, be effective for use at the time of the meeting at which it is presented. The proxy must be assigned to a current board member.
31. A two-thirds vote of the Board of Directors, or a written assent of two-thirds of the Board of Directors, shall be effectual to repeal or amend these Bylaws or to adopt additional Bylaws.
32. Membership in this corporation may be denied or revoked if in the opinion of the Board of Directors such person has engaged in conduct detrimental to the aims and purposes of this corporation, or if such person has acted in such a manner as to bring discredit upon this corporation or the game of handball. Before revocation of a membership, however, such person shall be served with notice of a hearing to be held on any date the Directors set within 30 days after the member has been served with notice. The Directors may designate the hearing to be held at the site of the annual meeting or at the office of this corporation’s Registered Agent. The member in question may be represented by counsel. The member in question shall not be entitled to reimbursement of expenses and the decision of the Board of Directors shall be final.
Hall of Fame
33. The President shall appoint a committee of at least five (5) members of the association, including at least one (1) member of the Board of Directors, whose duty it shall be to submit nominations to the Board of Directors for consideration to be elected to the Handball Hall of Fame. Members of such committee shall serve for a term of one year. It shall be the duty of such committee to nominate only such persons as have exhibited outstanding proficiency as players or those who have made outstanding contributions to the welfare and advancement of the game. Player nominations shall be of persons who have not been ranked among the top 12 men’s or top 4 women’s players during the previous five (5) years or are at least 50 years of age. Upon receiving such nomination each year, the Board of Directors shall vote on each individual nomination and those persons receiving a majority vote will be elected to the USHA Handball Hall of Fame.
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