Article  I. Name and Jurisdiction

The name of this organization is the Northern Ohio Division of the United States Fencing Association, hereinafter referred to as "this Division" or "the Division".

The Northern Ohio Division of the United States Fencing Association shall be incorporated, organized, and operated pursuant to Chapter 1702 of the Ohio Revised Code

The Division shall qualify and at all times remain qualified as a tax exempt organization under the Internal Revenue Code of the United States.

The Division shall wield such power and operate within the territory as specified by the United States Fencing Association (hereinafter referred to as USFA).

The Northern Ohio Division, an affiliate association of the USFA, shall abide by and act in accord with the Articles of Incorporation, Bylaws, Rules and Regulations, Playing Rules, and decisions of the Board of Directors of the USFA and such documents and decisions shall take precedence over and supersede all similar governing documents and/or decisions of the Division. Further, the Division shall assist USFA in the administration and enforcement of the provisions of the Bylaws, Rules and Regulations, Rule Book and decisions of the Board of Directors of USFA, within and upon its members and/or within its jurisdiction.

Article  II. Adoption of Regulations

These Amended and Restated Regulations are adopted pursuant to Section 1702.11 of the Ohio Revised Code for The Northern Ohio Division of the United States Fencing Association, a non-profit corporation organized in accordance with the laws of the State of Ohio.

Article  III. Purposes

The Division is organized and at all times shall be operated exclusively for charitable and educational purposed within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, including without limiting the foregoing:

(a) Promoting, developing, and administering the art and sport of fencing within Northern Ohio, including;

(b) Encouraging programs of education and supervised, qualified instruction and training by approved and trained coaches and teachers in fencing;

(c) Promoting passion for the art and sport of fencing;

(d) Providing Northern Ohioans the opportunity for and encouraging participation in fencing competition . Developing fencing skills, enhancing self –discipline, and building character and sportsmanship through fencing;

(e) Promoting the growth of fencing clubs and salles d'armes throughout Northern Ohio;

(f) Publicizing fencing in Northern Ohio;

(g) Supporting individuals and teams from Northern Ohio to represent the United States in international competitions including the Olympic games and Pan-American games;

(h) Receiving and distributing funds for the purposed described above; and

(i) Doing whatever is deemed necessary, useful, advisable, or conducive directly or indirectly, to carry out any of the purposes of the Division, including the exercise of all other authority enjoyed by corporations generally by virtue of the provisions of the Ohio Non-Profit Corporation Law.

Article  IV. Membership

(a) Membership is Open to all persons who:

i) Have an interest in the sport of fencing, and

ii) Reside in or belong to a fencing club located within the territorial limits of the Division, and

iii) Who are not members of another Division.

(b) Classes of membership to the NOD of the USFA shall be as defined by the USFA Board of Directors.

i) Full Members are entitled to participate in any competition held under the auspices of the USFA, subject to the limitations of the USFA Bylaws and to such limitations as the USFA Board of Directors may from time to time lay down with respect to particular categories or classes of member competitions, as long as USFA dues have been paid to a designated Division agent.

ii) Associate Members are non- competitive members.

All dues are payable on application for membership and thereafter on or before the next membership year begins. The schedule of dues of the USFA shall be as established by the USFA Board of Directors with no additional initiation fees or dues charged by the Division.

The membership year shall commence on August 1 and end on the following July 31. A new member whose dues are paid between April 1 and July 31 shall be entitled to extended membership through the next membership year.

Members shall be responsible for the election of Executive Committee Officers, Standing Committee Chairs, and USFA Congress Representatives and Alternates, By Laws revisions, and the Division dissolution.

All books, papers, records, and documents of any kind of the Division may be inspected by any member or his agent for any proper purpose at any reasonable time.

No member is entitled to vote or a member in good standing until a member's dues and fees have been received by the USFA National Office. Payment of dues to a Divisional Secretary or other duly appointed agent will render a fencer eligible to fence.

Only those individual Members who have paid their dues, on or before February 1st of each membership year and who have attained their 18th birthday as of that date and whose dues have been received by the USFA National Office on or before that date shall have the right to vote on all matters that may be voted on.

(a) An Annual Meeting will be held in May for the purpose of electing Executive Committee Officers, Standing Committee Chairs, Members at Large and USFA Congress Representatives and Alternates; for reporting to the membership: any action(s) or policy(ies) adopted or requested to be adopted by the Executive Committee or Officers of the Division, an annual report, the most recent financial statement, the most recent fiscal year end financial statement, and the state of the Division. The meeting location and time will be specified by the Chairman or the Vice - Chairman in the Chairman's absence.

(b) Special Meetings of the members of the Division maybe held at any time upon call by the Chairman, by written request submitted by a majority of the Executive Committee Members or by a petition of twenty five (25) designated voting members. The business to be transacted at any special meeting shall be limited to that set forth in the notice of the meeting, unless all Members are present at such special meeting and waive such notice requirement. The meeting will be held within thirty (30) days of such a call and the location and time will be specified by the Chairman or the Vice - Chairman in Chairman's absence.

All meetings of the general membership shall be held within the jurisdiction of the Division at any location deemed appropriate by the Chairman or the Vice - Chairman in his or her absence.

(a) An Annual Meeting Notice including the date, time, location, a listing of Executive Committee Members and Congress Representatives to be elected, any business to be conducted and an agenda shall be posted on the website, sent electronically and in the conventional post not more than sixty (60) and not less than fifteen (15) days before the meeting.

(b) Special Meetings Notice will be given in writing at least fifteen (15) and not more than thirty (30) days before the date of such meeting. Notice will be made through conventional or electronic mail at his/her last known address and will be posted on the website. Notice will include the time, place and purpose of the meeting.

(c) Waiving Notice of Meetings Any member may waive notice of any meeting in writing either before or after such meeting. By attending any meeting without protesting the lack of prior notice prior to the commencement of such meeting, the Member shall be deemed to have waived notice thereof.

A quorum shall consist of seven voting members present in person.

Article  IX. Division Sanctioned Competitions

The Executive Committee may allow Registered Clubs within the Division to host Division competitions, but the Executive Committee shall approve the conditions, qualifications and restrictions of all privately and/or club sponsored competitions before sanctioning such events. At least one official Division representative shall be present at every sanctioned tournament, with full authority to assure that the conditions set by the Executive Committee are being carried out. In case the stipulated conditions are not being adhered to, the Executive Committee may withdraw its sanction from the event, either before or after, and announce that withdrawal to the Division and the USFA.

Article  V. Executive Committee

All the authority, government, management and powers of the Division shall be vested in the Executive Committee, except as otherwise noted in the Regulations as amended and restated from time to time or the Ohio Non-Profit Corporation Law.

The number of the Executive Committee shall not be less than three. The Executive Committee shall be comprised of the Division:

(a) Officers

i) Chairman

ii) Vice - Chairman

iii) Secretary

iv) Treasurer

v) Armorer

vi) Awards Coordinator

(b) Elected Standing Committee Chairman

i) Bout Committee Chairman

ii) Public Relations/Newsletter/Web Design Committee Chairman

iii) Nominating Committee Chairman

iv) Youth Development Committee Chairman

(c) Members at Large

(d) USFA Congress Representatives

(e) Alternate USFA Congress Representatives

(a) No persons related by first degree consanguinity or marriage shall constitute a majority of the Executive Committee. Nor shall any one club, if there are more than one club in the Division, hold more than fifty percent (50%) of the total positions of the Executive Committee.

(b) Each Member Club within the Division, duly recognized and registered with the USFA, will have the opportunity for representation on the Executive Committee. A club forfeits any Executive Committee positions if it fails to officially nominate sufficient candidates for election. Member clubs may officially nominate as many candidates for Member at Large positions as they wish and the membership will elect the in Executive Committee positions.

(a) Terms of Officers shall be two (2) years starting and ending with the beginning and end of the Division fiscal year. Terms of Officers shall be staggered so that no more than half of the Officers will be new each year. Terms will be adjusted for the first election after these By Laws are adopted to initiate the staggering of terms. The Offices of Chairman, Vice - Chairman, and Treasurer shall have two year terms commencing on even election years. The Offices of Secretary, Armorer, and Awards Coordinator shall have two year terms commencing on odd election years. Each Officer shall hold office until his or her successor is elected, qualified, and assumes the office or until his or her earlier resignation, death, or removal.

(b) Terms of Members at Large, Standing Committee Chairmen, USFA Congress Representatives and Alternates shall be one (1) year beginning and ending with the Division fiscal year.

(c) Unlimited Terms Any person may serve in the same elected position for an unlimited number of consecutive terms.

Any member of the Executive Committee may be removed from office either 1.) if a member of the Executive Committee misses three (3) consecutive regular meetings of the Executive Committee without sufficient cause, he or she may be removed from office upon motion and affirmative majority vote of the Executive Committee and after he or she has had an opportunity to be heard; 2.) after impeachment for cause by an affirmative vote of three quarters (3/4) of all the Executive Committee members at a meeting called for that purpose and upon an affirmative vote of three quarters (3/4) of the Voting Members present at a Special Meeting of the general membership called for that purpose. Notification of any meeting calling for impeachment or removal proceedings shall be sent to that member of the Executive Committee via Certified Mail not less than fifteen (15) business days prior to said meeting. After impeachment and until a final decision is rendered by the membership, the member of the Executive Committee in question shall be suspended from all duties and authority.

(a) Upon the resignation, death, or removal of any member of the Executive Committee other than the Chairman, the Executive Committee and any Division members present at such meeting shall elect a replacement to serve out the remainder of the term in that position not later than the next scheduled Executive Committee meeting.

(b) Upon the resignation, death, or removal of the Chairman, the Vice-Chairman shall succeed to that office. The Executive Committee and any Division members present at such meeting shall elect a replacement to serve out the remainder of the Vice-Chairman's term not later than the next scheduled Executive Committee meeting.

(a) No member of the Executive Committee, except the Armorer, shall receive any direct compensation for his or her services as a member of the Executive Committee.

(b) The Armorer shall be paid for time spent repairing and travel delivering equipment to competition sites.

(c) Reimbursement for travel, phone, and other expenses incurred by a member of the Executive Committee in the performance of his or her duties is subject to the approval of the Executive Committee.

(a) Quorum A quorum of five (5) Executive Committee members, two of which must be Officers and one of those Officers must be the Chairman or the Vice-Chairman, must be present to conduct business at an Executive Committee meeting.

(b) Voting Rights Each member of the Executive Committee shall be entitled to only one vote on each matter submitted to a vote of the Executive Committee. An individual is allowed only one vote regardless of the number of Executive Committee positions held. Special Committee Chairmen have no vote unless they are entitled to such by being a member of the Executive Committee.

(c) Simple Majority Rule At any duly called meeting of the Executive Committee where a quorum is present, the Executive Committee may take action by the affirmative vote of at least a simple majority of the Executive Committee members present, except where a different proportions is required by law, these Regulations, or USFA guidelines.

(d) Parliamentary Conduct Robert's Rules of Order, Revised shall govern the parliamentary conduct of this Division except in cases otherwise provided for in these By-Laws, Standing Rules of the Division, or by law.

The regular meetings of the Executive Committee shall be held at a time specified by the Chairman subject to the approval by a majority of the Executive Committee. The failure of the Executive Committee to approve or disapprove the time specified by the Chairman within two business days shall constitute approval. These meetings shall be open to any Member in Good Standing of the Division who should want to attend. Regular Meetings will be held at least four (4) times a year and more frequently as needed.

Special Meetings of the Executive Committee may be held at any time at the request of the Chairman or as the result of a written request submitted by a majority of all its members. Business other than that specified in the notice (except for appropriations) may NOT be acted upon at a Special Meeting.

All meetings of the Executive Committee shall be held within the geographical confines of the Division at any location deemed appropriate by the Chairman or in his or her absence the Vice - Chairman. The failure of the Executive Committee to approve or disapprove the location specified by the Chairman within two business days shall constitute approval.

(a) Regular Meetings Notice will be given in writing at least fifteen (15) and not more than (90) days before the date of such meeting. Notice will be made through electronic mail, noted in the previous month's meeting minutes, and will be posted on the website. Notice will include the date, time, place and purpose of the meeting

(b) Special Meetings Notice will be given in writing at least fifteen (15) and not more than thirty (30) days before the date of such meeting. Notice will be made through conventional or electronic mail at his/her last known address and will be posted on the website. Notice will include the date, time, place and purpose of the meeting

(c) Waiving Notice of Meetings Any member may waive notice of any meeting in writing either before or after such meeting. By attending any meeting without protesting the lack of prior notice prior to the commencement of such meeting, the Member shall be deemed to have waived notice thereof.

The order of business for the Annual Meeting, any Special Meetings, or meetings of the Executive Committee shall be:

1) Call to order
2) Approval of the minutes of the previous business meeting
3) Communications, if any
4) Reports of Officers
5) Reports of Standing Committees
6) Reports of Special Committees
7) Old Business
8) New Business
9) Comments for the general welfare of the Division
10) Adjournment

If it is desired to transact business out of the order prescribed in Section 5.13 of this article, it shall be necessary to obtain an affirmative vote of the majority of the Voting Members present at that meeting.

If any time - sensitive action requires resolution in less time than is necessary to call a special meeting, any action that may be taken at a meeting of the Executive Committee may be authorized or taken without a meeting through an action presented to all Executive Committee members upon the affirmative vote of a majority of the Executive Committee members polled by electronic mail or in writing or writings signed by all of the Executive Committee members. All such actions shall be entered into the minutes of the next Executive Committee meeting including the name and vote of all Executive Committee members.

Article  VI. Nominating and Electing Executive Committee Members

Article  VII. Duties of Executive Committee Members

Article  VIII. Appointed Committees

Article  X. Non-Discrimination/Equal Opportunity

This Division is dedicated to public charity and shall carry out its purposes in a manner that conforms to applicable law relating to nondiscrimination on the basis of race, creed, color, national origin, sex, sexual orientation, age and handicap. The Division will provide an equal competitive opportunity taking into account, ability, physical size and other athletic criteria, to amateur athletes, coaches, trainers, managers, administrators, and officials to participate, consistent with the requirements of the Amateur Sports Act of 1978, as amended, in amateur athletic competition without discrimination on the basis of race, color, religion, resolution of grievances of its members, including fair notice and opportunity for a hearing to any amateur athlete, coach, trainer, manager, administrator, or official before declaring such individual ineligible to participate.

Article  XI. USFA Sexual Harassment Policy

The Division upholds the USFA Sexual Harassment Policy. It is the policy of the USFA to promote a cooperative work and sports environment in which there exists mutual respect for all athletes, coaches, officials, volunteers and staff. Sexual harassment is inconsistent with this objective and contrary to the USFA policy of equal employment and sports opportunity without regard to age, sex, sexual orientation, alienage, citizenship, religion, race, color, national origin, ethnic origin, disability or any other personal status. Sexual harassment is illegal under Federal and State laws, and will not be tolerated within the USFA or NOD.

Article  XII. Indemnification

Article  XIII. Fiscal Year

The fiscal year of the Division shall be the twelve month period beginning on the 1st day of August each year or may change from time to time so that it shall always conform to the fiscal year of the USFA.

Article  XIV. Fiscal Controls

Article  XV. Amendments

Article  XVI. Dissolutioin