BY-LAWS
of:
Wrestlers WithOut Borders (WWB)
(sole
governing instrument)
ARTICLE I: Identity
Section
1: Identification
These
by-laws and any Article VI Amendments shall be the sole governing instrument of
Wrestlers WithOut
Borders (hereafter
referred to as WWB).
Affiliated
organizations referred to in this document by acronym:
IOC International
Olympic Committee
FILA Federation
Internationale des Luttes Associes, the official governing/sanctioning body for
wrestling to the IOC
USOC United
States Olympic Committee, representative to the IOC for all United States
sports
USAW
United
States Amateur Wrestling, representative to the USOC for United States
wrestling
FGG Federation
of Gay Games, organizing body for the quadrennial Gay Games
WWB Wrestlers
WithOut Borders, this organization , as defined in Article I, Section 2
Section
2: Purpose/Function
The
sole purpose and function of WWB is to represent its members in the formulation
or rules, bidding, organization, and promotion of wrestling events such as the
Gay Games; and to encourage the development, growth and acceptance of the sport
and culture of recreational international men's and women's wrestling.
Section
3: Mission Statements
The
philosophy of WWB specifically includes (but is not limited to):
1. a
commitment to the principles of participation, inclusion and personal best as expressed by the policies and example
of the Gay Games, especially as they pertain to age, gender, acceptance, safety
and non-elitist competition, in international Freestyle and Greco-Roman
wrestling, as defined by FILA;
2. adherence
to the rules, regulations, policies and procedures of FILA, and its member
organizations such as USAW, where they are NOT in conflict with the FGG,
especially as they apply to the planning and operation of a Gay Games wrestling
venue; and
3. the
promotion and development of the noble sport of Freestyle and Greco-Roman
Wrestling.
ARTICLE
II: Location
Section
1: Place of Business
The
principal business office and mailing address of WWB shall be that of the
current WWB Chair for the current year, and the official business checking
account shall be that of the current WWB Chair's local wrestling club.
ARTICLE
III: Finance
Section
1: Dues and Finances
Dues
shall be a standardized annual fee assessed of each WWB member organization as
outlined in a separate and attached document titles ³WWB Membership Dues.²
These dues take effect with passage and acceptance of these by-laws, and may be
revised by a 60 percent majority vote of the WWB Board of Directors three
months prior to or two months after September 1st of each year, one
time each year.
Dues
and other monies which WWB acquires through donations, sponsorships,
fund-raisers or other means will be used to pay for WWB¹s operating expenses.
Any monies in excess of those operating expenses may be applied to the
fulfillment of WWB¹s mission as outlined in Articles I and IV of these by-laws
and as determined by the WWB Board of Directors.
Section
2: Financial Management
Assessed
dues shall be paid to WWB, via the club account of the current WWB Chair, and
deposited into that checking account referred to above. The current WWB Chair
shall be the valid/required signature to the account and shall write FGG checks
from that club account.
ARTICLE IV: Operation
Section
1: Definition of Business Year
The
annual WWB business year shall run from September 1st to August 31st.
Section 2:
Composition: Membership and Board of Directors
A.
Levels of WWB Membership.
WWB
offers the following levels of membership and participation:
1.
Board Member Organization
2.
Affiliate Member Organization
3.
Individual Board Membership
4.
Individual Affiliate Membership
1.
Board member organization:
Each WWB board member organization shall pay full membership dues and shall
appoint a single representative to the WWB Board of Directors. This
representative is the only designated voting member for that organization on
all WWB business. This appointment must be submitted in writing to the WWB
Board of Directors prior to September 1st of each year.
2.
Affiliate Member Organization: Affiliate
member organizations will pay an annual fee to be determined by the board of
directors. They will not be voting members of the WWB Board of Directors.
3.
Individual Board Member:
Regardless of geographic location, an individual may apply for a seat on the
WWB Board of Directors as an Individual Board Member. Board service will be approved for a term
of three years and is renewable by application to the WWB Board of Directors.
Approval of Individual Board Member status must be granted by a 60 percent
majority of the existing Board of Directors; approval of renewals must be by a
simple majority of the other individual and organizational members of the WWB
Board. Individual Board Members will pay annual fees to be determined by the
WWB Board of Directors.
4.
Individual Affiliate Member:
An individual who does not live within 100 kilometers (62 miles) of the
regularly scheduled practice facility of a WWB board member organization or of
a WWB affiliate member organization, may apply for an Individual Affiliate
Membership. Individual
Affiliate Members will pay annual fees to be determined by the WWB board of
directors. Such members will NOT be voting members of the WWB Board of Directors. Any waiver of
the geographic restriction must be approved by a majority vote of the WWB Board
of Directors.
1.a.
Application for organizational membership into WWB shall consist of a letter of
intent, documenting the purpose and history of that organization, accompanied
by a current copy of the applicant organization's by-laws or facsimile of
organization. Approval of membership into WWB shall be by a simple majority
decision of the entire WWB board. Membership will become effective at the start
of the subsequent calendar quarter upon payment of membership dues paid pro
rated to the start of that calendar year.
1.b.
Continued organizational board membership in WWB is renewed each year via the
designation of the WWB representative, submission of current club contact
information, and submission of membership dues. Failure of the organizational
member to designate a WWB representative or its delinquency in dues past 30
days will automatically signal the withdrawal of that organization from WWB.
Former board organizations are eligible to apply for new membership.
2.
Continued organizational affiliate membership is by renewal of the fees set by
the board of directors and submission of current contact information.
3.
Continued individual board membership is renewed by ongoing participation in
WWB Board business, submission of current contact information, and by remaining
current with any designated membership dues. Delinquency of dues past 30 days
will signal withdrawal from the WWB Board of Directors.
4.
Continued individual affiliate membership is by renewal of the fees set by the
board of directors and submission of current contact information.
1.
It is the hope and intent that as the WWB grows, it will be able to provide
support (through marketing, communications, coaching, network contacts and
other means) for its members and affiliates and for WWB-endorsed freestyle and
Greco-Roman wrestling events. All organizational and individual members and
affiliates would be entitled to apply for such benefits. Such WWB activities
and benefits will be guided by these bylaws, with implementations and revisions
as the plain majority of the WWB Board deems appropriate.
2.
WWB shall endeavor to produce an electronically transmitted newsletter to be
delivered on a regular basis throughout the calendar year to all individuals,
organizations, and any individual within the member or affiliate organizations
who request the newsletter.
3.
All WWB endorsed events will make reasonable efforts to accommodate fellow WWB
organizations and individuals in their clinics and tournaments, including, when
feasible, such things as hosted housing.
4.
WWB shall endeavor to maintain an internet web site that will list results of
events and contact and calendar information for clubs.
5.
WWB shall establish and maintain a full member and affiliate list that it will
distribute to all members and affiliates annually.
6.
WWB shall endeavor to establish and maintain an email contact list to which all
members and affiliates and all individuals from member and affiliate
organizations will be able send and receive messages for the purpose of finding
training, coaching and sparring opportunities.
7.
WWB and its member and affiliate organizations will endeavor to establish an
international scholarship fund for the purpose of assisting wrestlers who wish
to compete in the quadrennial Gay Games but would otherwise lack the necessary
resources.
8.
WWB and its member and affiliate organizations may endeavor to establish
scholarship funds for the purpose of assisting wrestlers who wish to compete in
other wrestling tournaments not in perceived competition with the quadrennial
Gay Games but who would otherwise lack the necessary resources.
Section
3: Transaction of Official Business
A
QUORUM is identified as a two-thirds (2/3) majority of the current WWB members,
and a MAJORITY of the QUORUM is required to conduct all valid WWB business
other than membership application approval. That MAJORITY of the QUORUM can be
attained through telephone conference calls, email or other recognized
reasonable means, and it specifically need NOT require the physical presence of any WWB
Director to be in any one place at one time. Any individual or organizational
board member that has not paid its annual dues may NOT vote. Unless otherwise
specified in these by-laws (as in Article III, Section 1 and Article IV,
Section 2.B), a MAJORITY is a simple majority.
Section
4: Powers
All
powers listed below (subject to limitations of these Articles or provisions of
the law) shall be exercised by the WWB Board of Directors:
1.
to appoint
and remove all officers, and prescribe their duties.
2.
to create or
eliminate officer positions other than Chair and Treasurer.
3.
to make rules for the guidance of WWB not inconsistent with local law or these
by-laws.
4.
to delegate the daily operations of WWB to its officers with ultimate direction
vested in the WWB Board of Directors.
5.
to change the principal place of operation, meetings, and checking account of
WWB.
6.
to amend the WWB By-Laws.
Section
5: Records:
The
WWB Board of Directors shall cause to be kept open a book of minutes and financial
records after adequate and reasonable demand has been given to inspect such
documents. All WWB Directors are entitled to inspect said minutes and records.
Section
6: Meetings
The
WWB meeting shall hold a required annual meeting once a year between Sept. 1
and Oct. 15 to review reports, elect officers and conduct any business matters
at hand. These meetings will be held at the convenience of the WWB Board of
Directors in any fashion they see fit. Other meetings may be conducted via
electronic communications or person-to-person as the Board of Directors deem
appropriate for the purposes of conducting matters as described in Article IV,
Section 2, of these bylaws, with reasonable and proper advance notification
made to each Board member to enable compliance with the meeting request.
Section
7: Term of Officers
The
WWB officers shall be selected from members of WWB at the required annual
meeting of the WWB Board of Directors and they shall serve until the end of the
next required annual meeting. The WWB Board of Directors authorizes these
elected officers to fill any vacancies that occur between meetings, subject to
the ratification of the WWB Board of Directors.
ARTICLE V: Job Descriptions
Section
1: Job Description of Officers
The
responsibilities of WWB Officers are described in this section. An individual
may hold more than one office.
Chair:
a.
to coordinate and facilitate the meetings of WWB in an orderly fashion.
b.
keep the WWB Board of Directors informed of business.
c.
serve as official representative to all outside organizations.
d.
approve expenditures to fulfill WWB functions.
Treasurer:
a.
serve as the Corporate Chief Financial Officer of WWB and maintain its
financial records.
b.
have charge and custody of, and be responsible for, all funds and securities of
WWB and deposit all such funds in the WWB account.
c.
receive, and give receipt for, monies due and payable to WWB.
d.
disburse funds as directed by the WWB Board of Directors.
e.
maintain adequate and correct records of WWB's properties and transactions.
f.
prepare the financial statements to be included in any required reports and the
necessary government filings to maintain WWB¹s nonprofit organization status;
g.
manage WWB accounts;
h.
other duties incident to the office of Treasurer as may be assigned by the WWB
Board of Directors.
a.
sign checks and writing letters.
d.
summarizing meetings into minutes.
e.
with express power, enforce contract rights on behalf of WWB.
f.
present proposals to amend bylaws to the WWB; and to incorporate and approved
amendments into the bylaws.
Representative(s)
to the FGG:
a.
represent and
vote the views, opinions and concerns of WWB as delegate members of the FGG,
and report back to WWB along with the Chair.
Sports
Officer:
a.
serve as
WWB¹s chief liaison and consultant with outside sports organizations such as
the Gay Games and FILA.
b.
serve as a
sports networking resource for WWB members.
ARTICLE VI: Amendments/Policy
Section
1: Amendments
These
by-laws, or any particular article or sub-section of these by-laws may be
amended or repealed or new Articles and sub-Sections adopted by a simple
majority of a quorum of the WWB Board of Directors, at any meeting.
ARTICLE VII: Dissolution
Section
1: Authority
WWB
may be dissolved by a 2/3 majority vote of the full Board of Directors.
Section
2: Disposition of Assets
In
the event of the dissolution of WWB all properties and possessions of WWB are
to be sold, and all proceeds are to be used to pay any and all outstanding
debts of WWB; any remaining balance and any remaining assets are to be
disbursed to charitable organizations per direction of the WWB officers.
ARTICLE VIII:
Ratification
Section 1: Acceptance
Upon ratification of these by-laws by the current WWB Board of Directors, they and the appended document ³WWB Membership Dues² go into immediate effect.
Any organization with current WWB membership status at the time of ratification of these by-laws may declare for either Board Organization Member or Affiliate Organization Member status, which will become automatically accepted upon receipt of the declaration and the dues outlined in ³WWB Membership Dues² by September 30, 2006.
Any individual who is a member of any organization with current WWB membership status at the time of ratification of these by-laws may declare for Individual Board Member status by September 30, 2006. Such applications may be approved by the WWB Board Member as outlined in Article IV, Section 2.B.4 of these bylaws and will become effective with receipt of membership dues within 10 business days of approval.
Any other organizations or individuals may file for membership status as outlined in approved WWB Board Members, which will become automatically accepted upon receipt of the declaration and the dues outlined in Article IV, Section 2.B of these by-laws.
Upon ratification of these by-laws, the newly constituted WWB Board of Directors will hold its election of officers by October 14, 2006, with all offices to go into immediate effect.
Attached:
Appendix A: WWB Membership Dues