BYLAWS USA TRIATHLON

ARTICLE I Name

The name of the organization shall be USA Triathlon.

ARTICLE II Definition

A triathlon is the sport that generally combines swimming, cycling and running skills, but may include other multi-athletic skill combinations. Multi-athletic skill sports under the jurisdiction of another National Governing Body recognized by the United States Olympic Committee are not included in this definition.

ARTICLE III Objects and Purposes

The objects and purposes of USA Triathlon shall be to:
a. coordinate and develop athletic activity in the United States directly relating to the sport of triathlon, and to foster productive working relationships among organizations active in the sport of triathlon;
b. exercise exclusive jurisdiction over the sport of triathlon in the United States, in world championships and other international competitions;
c. establish international goals for the sport of triathlon and encourage their attainment;
d. promote and support athletic activities in the sport of triathlon involving the United States and foreign nations;
e. promote and encourage physical fitness and public participation in triathlon;
f. assist organizations and individuals concerned with sports in the development of triathlon training;
g. protect the opportunity of any athlete, coach, trainer, manager, administrator, or official to participate in triathlons without discrimination on the basis of race, color, religion, age, sex, national origin or physical handicap and to provide fair notice and opportunity for hearing before declaring any individual ineligible;
h. provide for the swift resolution of conflicts and disputes involving athletic competition in the sport of triathlon;
i. foster the development of athletic facilities for use by athletes training for competitions in the sport of triathlon and assist in making such facilities available to the athletes;
j. provide and coordinate technical information on physical training, equipment design, coaching and performance analysis in the sport of triathlon;
k. encourage and support research development, and dissemination of information in the areas of sports medicine and sports safety related to the sport of triathlon;
l. encourage and provide assistance to athletes without regard to race, color, religion, nationality, sex or physical handicap;
m. provide for athlete control of USA Triathlon by ensuring that active triathletes serve in policy making positions within USA Triathlon per the provisions of the Amateur Sports Act of 1978 [36 U.S.C. 371, 391(b)(8)];
n. encourage and support the furtherance of professionalism in the sport of triathlon; identify athletes having the competitive potential and desire to excel in the Olympic Games, and seek the best representation for the United States in the Olympic Games, the Pan American Games and in other international competitions in the sport of triathlon; and
take any and all necessary or desirable steps to effect the objects and purposes set forth in this article.

ARTICLE IV Authority

Section 1. USA Triathlon is authorized to:
a. represent the sport of triathlon in the appropriate national and international sports federations, organizations or committees;
b. establish national goals for the sport of triathlon and encourage attainment of those goals;
c. serve as the coordinating body for athletic activity in the United States directly related to the sport of triathlon;
d. exercise jurisdiction over and sanction national and international triathlons in the United States, and international triathlons outside the United States;
e. conduct athletic competition in triathlon, including national championships and international athletic competition in the United States, and establish procedures for determining eligibility standards; and
f. recommend to the United States Olympic Committee individuals and teams to represent the United States in the Olympic Games and the Pan American Games; and
g. designate individuals and teams to represent the United States in international triathlons and certify, in accordance with applicable international rules, their eligibility.

Section 2. USA Triathlon shall have perpetual succession and power to:
a. serve as the coordinating body for national and international triathlons in the United States;
b. represent the United States in relations with the appropriate international federation, organization or committee for the sport of triathlon;
c. organize, finance and control the representation of the United States in world championships and other international competitions in the sport of triathlon;
d. sue and be sued;
e. make contracts and incur liabilities;
f. acquire, hold and dispose of such real and personal property as may be necessary for its corporate purposes;
g. accept gifts, legacies, and devises in furtherance of its of its corporate purposes;
h. borrow money to carry out its corporate purposes, issue notes, bonds or other evidence of indebtedness, and secure the same by mortgage;
i. approve and revoke membership in USA Triathlon;
j. adopt and alter a corporate seal;
k. establish and maintain offices for conduct of the affairs of USA Triathlon;
l. publish a newspaper, magazine, and other publications consistent with its corporate purposes;
m. amend these Bylaws;
n. provide indemnification of individuals in accordance with the terms of these Bylaws and the laws of the State of California;
o. establish rules of eligibility for various classes of competition; and establish, publish and distribute Competitive Rules to provide for the orderly and consistent administration of events sanctioned by USA Triathlon; and do all that is necessary, appropriate or convenient to promote or further the sport of triathlon and USA Triathlon, whether specifically included in this section or not, allowed by the laws of the State of California or any other state or federal government.

ARTICLE V USA Triathlon Duties

USA Triathlon shall have the duty to:
a. develop interest and participation throughout the United States and be responsible to the individuals and sports organizations which it represents in the sport of triathlon;
b. minimize, through coordination with other sports organizations, conflicts in the scheduling of all practices and competitions;
c. keep athletes fully informed of policy matters and reasonably reflect the views of such athletes in its policy decisions;
d. allow an athlete to compete in any national or international athletic competition conducted under its auspices or that of any other amateur sports organization or person, unless it establishes that its denial was based on evidence that the organization or person conducting the competition did not meet the requirements set forth in Article XII of these By-laws;
e. encourage and provide assistance for participation by athletes without regard to race, color, religion, nationality, sex or physical handicap and encourage and support, where feasible, the expansion of opportunities for meaningful participation by handicapped individuals in programs of athletic competition for able-bodied individuals;
f. provide and coordinate technical information on physical training, equipment design, coaching and performance analysis;
g. encourage and support research, development and dissemination of information in the areas of sports medicine and sports safety;
h. establish a written procedure to select athletes for world championship teams, Olympic teams, Pan American teams, and teams for all other international competition, and disseminate said procedure widely among the members;
i. select sites and dates to qualify athletes for world championship teams;
j. establish a program for the development of the sport of triathlon;
k. participate in the international federation activities and carry out those responsibilities required by the international federation;
l. promptly review requests by sports organizations and individuals for sanctions in accordance with the terms of these Bylaws.
m. disseminate to its members information relating to the sport of triathlon; submit all official bids for conducting world championship and other international events; and take any and all other steps necessary or desirable to achieve the objects and purposes of USA Triathlon.

ARTICLE VI Membership

Section 1. Membership shall be open to any individual who is an athlete, coach, trainer, manager, administrator or official active in the sport of triathlon, or to any other individual who is interested in the goals and objectives of USA Triathlon. The Board of Directors may create such other non-voting classes of members as it deems necessary or desirable. Membership shall be granted without discrimination on the basis of race, color, religion, age, sex, national origin or physical handicap.

Section 2. USA Triathlon shall create a class of membership known as an elite athlete membership. An elite member of USA Triathlon shall be any person who either (i) is competing at a level of proficiency appropriate for selection to USA Triathlon's Elite National Team or (ii) has finished in the top ten (10) overall in the male or female age-group category in three (3) USA Triathlon sanctioned events in the previous twelve (12) month period, and who exercises the option of obtaining an elite membership from USA Triathlon. "Elite Pool", as used in these ByLaws, shall mean all elite athlete members of USA Triathlon and any person who has represented the United States in international amateur athletic competition as a member of USA Triathlon's Elite National Team within the previous ten (10) years.

Section 3. Membership dues and all other fees charged to members shall be adopted by the Board of Directors and published on or before December 1, for the following year's membership and activities, by a two-thirds majority of the Directors voting. If a schedule of fees is not adopted on or before such date, the previous year's schedule shall be used without change. After adoption and publication, any amendments to any year's schedule of fees shall require a three-fourths majority vote of the entire Board of Directors.

Section 4.
a. All members who are current in their dues shall be entitled to representation, voice and vote at meetings of the members.
b. No member may exercise more than one vote. Proxy voting shall not be permitted at meetings of the members.

Section 5.
a. USA Triathlon shall have the right to review the conduct of its members and if appropriate, to suspend, expel or otherwise sanction said member, or terminate or suspend said member's right.
b. No member may be expelled or suspended, and no membership or rights may be terminated or suspended, unless such expulsion, suspension or termination is done in good faith and in a fair and reasonable manner. Such expulsion, suspension or termination shall be in accordance with procedures set forth in the Competitive Rules of USA Triathlon, and copies of such procedures shall be sent annually to all members of USA Triathlon.

Section 6.
a. An annual meeting of USA Triathlon membership shall be held at the age group national championship or at any other USA Triathlon sanctioned event likely to draw attendance by a large number of USA Triathlon annual members.
b. At its third regular in-person meeting each calendar year, the Board of Directors shall decide the place and hour of the annual meeting of the membership for the following year. This date shall be selected and announced to the public and membership not later than December 31 of the year preceding the date of the annual meeting. The Executive Director shall send to all members, at least thirty-five (35) and no more than ninety (90) days prior to the date of meeting, an official notice of the place, date and time of the meeting and the matters which the Board of Directors intends to present for action by the members, together with a request for suggested additional agenda items.

c. Special meetings of the membership may be called by the Board of Directors, directly or through the Executive Director, or by the president, or by five (5) percent or more of the total members. In any such case, the Executive Director shall give written notice to the members of such meeting no less than thirty-five (35) and nor more than ninety (90) days prior to that date of the meeting. The date, place and hour of the meeting shall be designed by the Board, person or group calling such meeting, but in no event shall be earlier than thirty-five (35) nor more ninety (90) days after receipt by USA Triathlon of the request for such meeting. At all meetings of the members the order of business, unless suspended or altered by a vote of the members, shall be:
1. Reading the call for the meeting;
2. Reading the minutes of the previous meeting which may be dispensed with by a majority vote;
3. Reports of Treasurer, other Officers and Committees;
4. Unfinished business;
5, Elections
6. New business;
7. Adjournment.

e. A quorum for the transaction of business at any meeting of the membership shall consist of one hundred (100) members. Any action taken by the membership at such meeting shall not be effective until ratified by the appropriate method and appropriate entity.
f. All meetings of the membership shall be governed by Roberts Rules of Order (most recent version), except where they conflict with these Bylaws, in which case the Bylaws control. At any annual or special meeting of the members, action taken by the membership with respect to the items named hereafter shall not be effective until ratified by written ballot mailed to the membership in the manner hereinafter set forth. The items requiring ratification by mail ballot are (a) adoption, amendment, or repeal of the Articles of Incorporation or Bylaws of USA Triathlon, (b) filling vacancies on the Board of Directors, (c) removal of a Director, (d) the sale, lease, conveyance, exchange, transfer or other disposal of all or substantially all of the assets of USA Triathlon, or (e) merger or dissolution of USA Triathlon. This section shall take precedence in case of conflict with any other provision in these bylaws.

Section 7. Any action which may be taken at any regular or special meeting of the members, and any action requiring the ratification of the members by written ballot may be taken without a meeting by distribution of a written ballot to every member entitled to vote on the matter setting forth the proposed action, providing an opportunity to specify approval or disapproval of any proposal, and providing a reasonable time, not less than thirty (30) days after mailing and not more than forty-five (45) days after mailing, within which to return the ballot to USA Triathlon. The members may initiate a written ballot vote of the membership on any matter upon which the membership is entitled to vote by presentation to the Executive Director of a petition, signed by no fewer than one hundred (100) members, requesting such ballot and designating the specific matter or matters upon which the vote is requested. Such written ballot shall be mailed to the membership no less than thirty (30) days after presentation of such petition of the Executive Director. If any action taken at any meeting of the members requires ratification by written ballot, such written ballot shall be mailed to the membership no later than thirty (30) days after such meeting. The Executive Director shall prepare and include with any written ballot a statement which clearly and sufficiently informs the membership of the matter upon which a vote is solicited and the purposes proposed to be served thereby, together with a summary of the recommendations of the Board of Directors with regard to such matter, if any. Approval by written ballot, including written ballot for election of directors, shall be valid only when the number of votes cast by ballot within the time period equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

ARTICLE VII Board of Directors

Section 1. USA Triathlon shall be governed by a Board of Directors which shall have general charge of the business affairs and activities of USA Triathlon and shall define the policies to be followed in carrying out the purposes of USA Triathlon as set forth in these Bylaws.

Section 2. The Board of Directors shall have authority over policy and specific decisions concerning, but not limited to:
a. establishing membership dues and charges;
b. establishing both the criteria and fees for sanctioning national and international triathlon competitions, and the procedures applicable to dispute settlements and drug testing at such sanctioned events;
c. selecting or establishing selection processes for U.S. representatives in the sport of triathlon for world championship teams, olympic teams, and teams for other international competition, together with designating the races to qualify members of such national teams;
d. establishing an insurance facility, including the selection of underwriters, excess carriers, bonding agents, attorneys and consultants, and disposition of funds, and the defense of legal claims asserted against USA Triathlon as well as their settlement;
e. directing the preparation and approving an annual budget for USA Triathlon; and
f. taking such other actions as might be necessary or desirable to implement the objectives and purposes of these Bylaws.

Section 3. The Board of Directors shall insure that USA Triathlon is autonomous in the governance of the sport of triathlon and the Board of Directors shall independently determine and control all matters central to such governance, shall not delegate such determination and control, and shall be free from outside restraint.

Section 4.
a. The Board of Directors shall have eleven (11) members who shall be selected without regard to race, color, religion, national origin, sex or physical disability. In addition, USA Triathlon's Athlete Representative to the USOC Athlete Advisory Council shall serve as an ex officio member of the Board of Directors. The ex officio member of the Board of Directors shall have no voting power on matters coming before the Board. The eleven (11) elected members shall be selected from the following categories:
1. Two (2) directors shall be residents of the Eastern Region. One (1) of the Eastern directors shall be elected to take office in "Even Years". The other one (1) shall be elected to take office in "Odd Years". The Eastern Region shall consist of the following states: Alabama, Connecticut, Delaware, Florida, Georgia, Maine, Maryland, Massachusetts, Mississippi, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, Washington D.C., West Virginia.
2. Two (2) directors shall be residents of the Central Region. One (1) of the Central directors shall be elected to take office in "Even Years". The other one (1) shall be elected to take office in "Odd Years". The Central Region shall consist of the following states: Arkansas, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Missouri, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Texas and Wisconsin.
3. Two (2) directors shall be residents of the Western Region. One (1) of the Western directors shall be elected to take office in "Even Years". The other one (1) shall be elected to take office in "Odd Years". The Western Region shall consist of the following states: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada, New Mexico, Oregon, Utah, Washington and Wyoming.
4. Three (3) directors shall be Athlete Directors, who shall be members of and who shall be nominated and elected by the members of the Elite Pool (as defined in Article VI, Section 2 above). One (1) of the Athlete Directors shall be elected to take office in "Odd Years". The other two (2) Athlete Directors shall be elected to take office in "Even Years". For the year 1997, USA Triathlon's Athletes' Advisory Council, as created under Article XI, Section 2(d) below, shall select the third Athlete Director, subject to approval of USA Triathlon's Board of Directors, who shall serve until the end of the 1997 calendar year. The first election for the seat of the third Athlete Director shall occur at the time of the elections held for Board members to take office for the term commencing January 1, 1998 and ending December 31, 1999.
5. Two (2) directors shall be residents of any Region (Eastern, Central or Western) and shall be elected as at-large directors. One (1) of the at-large directors shall be elected to take office in "Even Years". The other one (1) shall be elected to take office in "Odd Years".
6. In the event these ByLaws are subsequently amended to alter the number of members of USA Triathlon's Board of Directors, the number of Athlete Directors, as defined in sub-paragraph 4 above of this Article VII, Section 4(a), shall be greater than twenty-five percent (25%) of the total number of members of USA Triathlon's Board of Directors.

b. The Board of Directors shall be directly elected by the members of USA Triathlon by written ballot, however, only members of USA Triathlon's Elite Pool (as defined in Article VI, Section 2 above) may cast a ballot for the Athlete Directors. The written ballot shall be mailed to the membership no later than October 1 of each year, which ballot shall set forth the proposed action and provide a reasonable time within which to return the ballot to USA Triathlon in order to be counted. The ballot shall state the number of responses to meet the quorum requirement. Directors shall be elected for two-year terms and until their successor is duly elected and qualified, and shall be eligible for election to two additional consecutive two-year terms.
c. Prior to elections for directors to take office on January 1, 1991, the constitution of the Board of Directors shall be by a nomination and election process determined by the then existing Board of Directors of USA Triathlon, consistent with the goals and objectives of these Bylaws, including mail ballot by the full membership. These nominations and elections are contemplated to be completed on or before November 30, 1989.
d. Each member of the Board of Directors shall be a member of USA Triathlon, shall be a United States citizen, and shall not be under current suspension from USA Triathlon. More than twenty-five percent (25%) of the membership and more than twenty-five percent (25%) of the voting power held in the Board of Directors shall be individuals who are Athlete Directors. In the event that any vacancy occurs on the Board of Directors which would reduce the Athlete Director voting power to twenty-five percent (25%) or less, the Elite Pool (as defined in Article VI, Section 2 above) shall select a person meeting the qualifications of Athlete Director, subject to approval of the Board of Directors, to fill such vacancy.
e. In the event any amateur sports organization which, in triathlon, conducts, on a level of proficiency appropriate for the selection of amateur athletes to represent the United States in international amateur athlete competition, a national program or regular national amateur athletic competition, then such organization or organizations shall be entitled to direct representation on the Board of Directors of USA Triathlon with all rights incumbent, which shall reflect the nature, scope, quality and strength of the programs and competitions of such organization or organizations in relation to all other such programs and competitions in triathlon in the United States. The number of offices on the Board of Directors that are designated to each such organization shall be determined by the Board of Directors at their first regular meeting in every even year, for the election to be held in that year. The organization or organizations so designated shall be entitled to select the individuals that such organization desires to represent such organization, but for each office on the Board of Directors for which such organization is entitled to representation, the organization shall select at least two (2) individuals for placement on the ballot. The number of offices designated to each such organization shall be a separate category of office on the Board of Directors, shall be in addition to the eleven (11) members of the Board of Directors provided in sub-paragraph (a) above of this Section 4, and shall be separately elected in order to insure that such organizations are provided the designated representation on the Board of Directors. Nothing herein shall prohibit any such organizational representative from being classified as an Athlete Director as above defined in the event that such representative meets the above referred to criteria. In the event that any seat held by such an organizational representative on the Board of Directors becomes vacant, the Board of Directors shall fill such vacancy with a representative of the same organization.
f. Except as provided in sub-paragraph (a)(4) above of this Section 4, the Nominating Committee shall nominate a slate of candidates equal to two times the number of directors to be elected in each appropriate category. In addition, any member may become a candidate by submitting to the Nominating Committee at least twenty (20) days prior to the mailing of the written ballot a petition with the signature of thirty (30) members nominating such member to the Board of Directors. In no event shall the number of nominations submitted by the membership exceed two times the number of members of the Board of Directors to be elected on that particular ballot, and in the event that such nominations exceed such number then the number of candidates equal to two times the number of Directors to be elected receiving the highest number of signatures in support of such candidacy shall be placed on the ballot.
g. The Nominating Committee shall prepare the written ballot in accordance with these Bylaws, and such ballot shall provide sufficient information about each candidate to enable the membership to make an informed decision. The candidates shall be designated as organizational or regional representatives if applicable, and as Athlete Director if applicable.
h. No person may be a candidate for the Board of Directors unless such person is a member of USA Triathlon, is a United States citizen, and is not under current suspension from USA Triathlon.

Section 5. Vacancies on the Board of Directors, whether created by the removal of a director or otherwise, shall be filled by an affirmative vote of a majority of the number of directors remaining on the Board of Directors at the time, whether or not such number of directors then in office is less than a quorum, within forty-five (45) days of the vacancy or at the next regular meeting of the Board of Directors, whichever occurs first. Any director elected to fill a vacancy shall complete the term of the director whose vacancy is being filled, and may only be elected for one (1) additional successive term on the Board of Directors unless the vacancy is being filled for a period of less than six (6) months, in which event the vacancy shall not be considered a full term and the director may be elected for two (2) additional successive terms.

Section 6.
a. There shall be at least three (3) regular in-person meetings of the Board of Directors in each calendar year, the first during the first quarter of the calendar year (which meeting shall be held at or immediately after the annual meeting of the members), the second during the summer months, and the third during the fourth quarter of the calendar year. At the meeting held during the first quarter of the calendar year, the financial statements of USA Triathlon for the preceding calendar year, audited by a certified public accountant, shall be presented to the Board of Directors. The time, date and place of each such meeting shall be set by the Board of Directors, or, in the event that the Board of Directors fails to set the time, date and place of such regular meeting, the Executive Committee shall set the time, date and place of such regular meeting and provide at least thirty (30) days' but no more than ninety (90) days' written notice to each member of the Board of Directors of the same.
b. Special meetings of the Board of Directors may be called by the president, any vice president, any two members of the Board of Directors, or the Executive Director.
c. Any meeting of the Board of Directors except those described in paragraph "a" above may be conducted by means of conference telephone or other similar communication equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this paragraph constitutes presence at such meeting.
d. Notice of any meeting shall be given by the person or persons calling the same either, directly or by the staff of USA Triathlon, by use of first class mail, telephone, telegraph or facsimile machine, at least thirty (30) days prior to any physical meeting at a stated time, date and place, and at least five (5) days prior to any conference telephone or other similar communication equipment meeting.
e. The President shall preside at all meetings of the Board of Directors.
f. A quorum for the transaction of business at any meeting of the Board of Directors shall consist of a majority of the number of Directors authorized in the Bylaws.
g. All meetings of the Board of Directors shall be governed by Roberts Rules of Order (most recent version), except where they conflict with these Bylaws, in which case the Bylaws control.
h. Every act or decision done or made by a majority of the Directors present at a meeting duly called and held at which a quorum is present is the act of the Board, unless a greater vote is required by law or is required by prior resolution of the Board; however, any such prior resolution of the Board, that imposes a greater vote requirement, must have been initially approved by at least the same number of Directors as the greater vote required. A meeting at which a quorum is initially present may constitute to transact business notwithstanding the withdrawal of Directors, if any action is approved by at least a majority of the required quorum for such meeting.
i. The term of office of each Director shall commence on January 1 of the year next ensuing the election in which he/she gained office. During the time between that election and January 1, Directors-elect may serve as ex-officio non-voting members of the Board of Directors.

Section 7. Directors may be removed by mail ballot of the membership which elected such Director(s). In addition, any director may be removed by a vote of the Board of Directors if a director has missed two in-person meetings of the Board of Directors in any calendar year or three duly called special meetings of the Board of Directors in any calendar year.

ARTICLE VIII Officers

Section 1. The officers of USA Triathlon shall be a President, a Vice President, a Secretary-General and a Treasurer. No person may hold more than one office. Such other officers and assistant officers and agents as are deemed necessary may be elected or appointed by the Board of Directors to perform such duties as are designated by the Board of Directors.

Section 2. The officers shall be elected from the members of the Board of Directors at the first regular meeting of the Board of Directors each calendar year. The officers shall serve a term of one (1) year or until their successors are duly elected and qualified. If the conclusion of the President’s term coincides with the conclusion of the President’s term as a Board member, then the Vice President shall assume the duties of President until the next election of officers. If the conclusion of the terms of both the President and Vice President coincide with the conclusion of their terms as Board members, then the President shall remain in office, ex-officio, until the next election of officers. If the conclusion of the term of either the Secretary-General or Treasurer coincides with the conclusion of the officer’s term as a Board member, then the officer whose term is concluding shall remain in office, ex-officio, until the next election of officers. Officers shall be eligible for election to three (3) additional one (1) year terms in the same office, but in no event shall any officer be elected for more than four successive full or partial terms in the same office.

Section 3.
a. The President shall be the chief officer of USA Triathlon and shall preside at all meetings of the members, the Board of Directors and the Executive Committee. He/she shall be an ex officio, non-voting member of all standing and other committees.
b. The Vice President shall perform the duties of the President if absent or unable to act and shall discharge such other duties as may be assigned by the President or by vote of the Board of Directors.
c. The Secretary-General shall supervise the taking, making and distribution of the minutes of the meeting of the members, the Board of Directors' meetings and the Executive Committee meetings and shall provide the minutes to all members of the Board of Directors and to the National Office within fourteen (14) days of the meeting date for meetings of the members and of the Board of Directors, and within three (3) days of the meeting date for the Executive Committee. The Secretary-General shall keep the seal and records of USA Triathlon, attest documents and shall discharge such other duties as may be assigned by the President or by vote of the Board of Directors.
d. The Treasurer shall have charge of the funds and financial records of USA Triathlon. The Treasurer shall oversee the preparation of the proposed annual budget for submission to the Board of Directors. The Treasurer shall oversee (1) the preparation of the annual financial report, to be audited by a certified public accountant selected by the Board of Directors, and (2) such other special financial reports as the Board of Directors may require. The annual financial report shall be made available for public dissemination within one hundred twenty (120) days after the close of the fiscal year. The Treasurer shall discharge such other duties as may be assigned by the President or by vote of the Board of Directors.

Section 4. All officers shall serve without compensation. They shall discharge their duties with due care. No person may serve simultaneously as an officer of USA Triathlon and as an officer of an organization which (a) is the national governing body of an amateur sport in the United States under the Amateur Sports Act of 1978, or (b) conducts a national program or national amateur athletic competition on a level of proficiency appropriate for the selection of amateur athletes to represent the United States in international amateur athletic competition.

Section 5. Any vacancy in the offices of USA Triathlon shall be filled by the Board of Directors within forty-five (45) days of the vacancy or at the next regular meeting of the Board of Directors, whichever occurs first. Any officer elected to fill a vacancy shall complete the term of the office whose vacancy is being filled, and may only be elected for three (3) additional successive terms in said office unless the vacancy being filled is for a period of less than six (6) months, in which event the vacancy shall not be considered a full term and the officer may be elected for four (4) additional successive terms.

Section 6. Any officer may be removed by a majority vote of the Board, with or without cause.

ARTICLE IX Executive Committee

Section 1. The Executive Committee, under the chairmanship of the President, shall have the responsibility for supervising the conduct of the daily affairs of USA Triathlon according to the directives and policy guidelines prescribed by the Board of Directors, and shall perform such other duties as may be assigned it by the Bylaws or by the Board of Directors. The Executive Committee may act only in the interval between meetings of the Board of Directors and shall at all times be subject to the control and direction of the Board of Directors.

Section 2. The Executive Committee shall consist of the regularly elected officers of USA Triathlon then in office and an Athlete Director (as designated in Article VII, Section 4.a.4. above). The Athletes' Advisory Council, as created in Article XI, Section 2 below, shall appoint the Athlete Director member of the Executive Committee. The Executive Director shall be an ex-officio member of the Executive Committee.

Section 3.
a. Meetings of the Executive Committee may be called by the President or any two members of the Committee, directly or through the Executive Director, on fifteen (15) days' notice to each member in the manner prescribed for meetings of the Board of Directors.
b. The President or any two members of the Committee may call a special meeting of the Executive Committee, either directly or through the Executive Director, on forty-eight (48) hours' telephonic, telegraphic or facsimile notice, to consider matters requiring the Committee's immediate attention.
c. The President shall preside at all meetings of the Executive Committee.
d. A quorum for the transaction of business at any meeting of the Executive Committee shall consist of a majority of the total number of members of the Executive Committee.
e. The Executive Committee shall establish rules of order and procedures for its meetings.
f. The Executive Committee shall have the power to transact its business by mail, telegraph or telephone conference call. All members of the Board of Directors shall be given notice promptly of a scheduled or called meeting of the Executive Committee and the agenda for the meeting, and all members of the Board of Directors shall be given the opportunity to contact Executive Committee members prior to the meeting to express points of view on the agenda topics and on any other topic relevant to the Executive Committee meeting.

ARTICLE X Executive Director

Section 1. The Executive Director shall serve as the chief administrative official of USA Triathlon. The Executive Director shall be in charge of the administrative headquarters and shall direct the staff and administer the policies and operation of USA Triathlon in accordance with policies and regulations established by the Board of Directors.

Section 2. The Executive Director shall assist the Board of Directors in preparing the annual budget and shall have general supervision in all income and disbursements of USA Triathlon in accordance with such budget. The Executive Director shall oversee the legal affairs of USA Triathlon, subject to the ultimate authority of the Board of Directors. The Executive Director shall have the authority to (a) hire administrative and clerical personnel necessary to administer USA Triathlon's affairs; and (b) enter into contracts in the ordinary course of operations on behalf of USA Triathlon.

Section 3. The Executive Director shall be a non-voting member of the Executive Committee and all standing and special committees. In addition, the Executive Director shall be entitled to attend meetings of the Board of Directors, except when the Board is deliberating some matter relating to his/her tenure, or at such other times as may be determined by the Board of Directors.

Section 4. Any use of USA Triathlon's mailing list, any statements in public media representing USA Triathlon positions, and any use of the name, logos, trademarks,events or programs of USA Triathlon shall be approved in advance by the Executive Director.

Section 5. The Executive Director shall be employed by majority vote of the Board of Directors, upon receipt of a recommendation from the Executive Committee. The Executive Director may be removed at any time with or without cause by majority vote of the Board of Directors, without prejudice to any contract rights.

Section 6. The Executive Director shall devote the time and service necessary to professionally attend to the affairs of USA Triathlon and shall not engage in any other profession or employment which would detract from the performance of the Executive Director's duties to USA Triathlon.

Section 7. At least sixty (60) days prior to the termination of any contract of employment with the Executive Director, the Executive Committee shall conduct an objective evaluation of the Executive Director's performance, salary and benefits. The Executive Committee shall take necessary steps to solicit information regarding information, opinions and facts regarding the Executive Director's performance during the term of his employment contract, comparable salaries and benefits for comparable employment, and recommendations for areas of change or improvement. The Executive Director shall be entitled to participate in such evaluation process, and shall be provided with copies of any report prepared concerning the same and given an opportunity to address the Board of Directors regarding the evaluation.

Section 8. The Executive Director shall have such other duties, powers and limitations as may be designated by the Board of Directors and attached to these Bylaws.

ARTICLE XI Committees

Section 1. The Nominating Committee, the Finance and Audit Committee, and the Athletes' Advisory Council shall exist as Standing Committees of USA Triathlon. The Board of Directors shall have the power to establish and abolish such additional Standing or Special Committees as the Board deems appropriate from time to time, to prescribe the duties and objectives of such committees, and to appoint representatives to such committees, which representatives need not be members of USA Triathlon.

Section 2.
a. With the exception of the Nominating Committee, the Finance and Audit Committee, and the Athletes' Advisory Council, the number of members on all committees shall be determined by the Board of Directors. Members of the Standing Committees, other than the Committees specified in Section 1 above, may be appointed either by the Board of Directors or the Executive Director and need not be members of the Board of Directors. All committee members shall be appointed for two-year terms. The President shall have the power to appoint one of the members of each committee as the chair.
b. The Nominating Committee shall consist of not less than three (3) individuals selected by the Board of Directors.
c. The Finance and Audit Committee shall consist of three (3) members, one of whom shall be the Treasurer of USA Triathlon, and the other two of whom shall be selected by the Executive Committee, from the members of the Board of Directors.
d. The Athletes' Advisory Council shall consist of five (5) members, each of whom shall be selected by and each of whom shall be a member of the Elite Pool (as defined in Article VI, Section 2 above). For the year 1997, the members of the Athletes' Advisory Council shall be the persons serving on the Board of Directors of the United States Professional Triathlete and Duathlete Commission immediately prior to the dissolution of the United States Professional Triathlete and Duathlete Commission.
e. Subject to the provisions of sub-paragraph (d) above of this Section 2, any USA Triathlon committee that prepares, approves or implements programs regarding (i) the expenditure of funds allocated to USA Triathlon by the United States Olympic Committee; or (ii) the selection of international, Olympic and Pan American Games Team members, including athletes, coaches, administrators and support staff, shall have not less than twenty (20) percent of its membership and voting power held by athletes actively engaged in amateur athlete competition in triathlon. All appointments to any such committee, of an athlete actively engaged in amateur athletic competition in triathlon, shall be made by the Athletes' Advisory Council. Athletes "actively engaged in amateur athletic competition" shall mean those persons who are members of the Elite Pool (as defined in Article VI, Section 2 above).

Section 3.
a. A quorum for the transaction of business at any meeting of a Standing Committee shall consist of a majority of its members.
b. A Standing Committee shall establish rules of order and procedures for its meetings.
c. A Standing Committee shall have the power to transact its business by mail, telegraph or telephone.

Section 4. The duties of the Standing Committees shall be as follows:
a. Nominating Committee. The Nominating Committee shall perform those duties with regard to nomination of candidates for the Board of Directors and such other duties as are set forth elsewhere in these Bylaws.
b. Finance and Audit Committee. The Finance and Audit Committee shall assist in the preparation, presentation and review of all budgets, and such other duties as are assigned to it by the Board of Directors.
c. Athletes' Advisory Council. The Athletes' Advisory Council shall broaden communication between USA Triathlon and currently active elite athletes, and serve as a source of opinion and advice to USA Triathlon's Board of Directors with regard to both current and contemplated policies of USA Triathlon. The Athletes' Advisory Council shall make recommendations to the Board of Directors on issues related to the needs and concerns of the elite athlete members of USA Triathlon including but not limited to:
1. the selection of elite athlete races;
2. the determination of qualification procedures for the selection of members to USA Triathlon's Elite National Team;
3. the establishment and maintenance of elite rankings for USA Triathlon;
4. the adoption, amendment and enforcement of rules relating to competitions in which elite athletes compete; and
5. the procedure for the appointment or election of elite athletes to the United States Olympic Committee's Athlete Advisory Council.

Section 5. All Standing Committees shall submit an annual written report of their activities to the Board of Directors at least two (2) weeks prior to the first regular meeting of the Board of Directors in each calendar year.

Section 6. Any member of a Standing Committee may be removed by the Board of Directors. In the event of the absence of any committee member or members, the remaining members of the committee, whether or not they constitute a quorum, may replace an absent member or members at any meeting of such committee, or the Executive Director may so replace the absent member.

ARTICLE XII Sanctioning

Section 1. USA Triathlon will promptly review every request submitted by a sports organization or person for a sanction to hold a triathlon in the United States or to sponsor United States athletes to compete in a triathlon held outside the United States.

Section 2. If USA Triathlon fails to determine by clear and convincing evidence that holding or sponsoring a triathlon would be detrimental to the best interest of the sport, then it shall promptly grant a sanction requested by an amateur sports organization or person:
a. to hold the competition, if such amateur sports organization, or person -
1. pays the required sanctioning fee;
2. demonstrates that -
i. appropriate measures have been taken to protect the amateur status of athletes who will take part in the competition and to protect their eligibility to compete in amateur 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 amateur athletic requirements specifically applicable to the competition,
iv. the competition will be conducted by qualified officials,
v. proper medical supervision will be provided for athletes who will participate in the competition, and
vi. proper safety precautions have been taken to protect the personal welfare of the athlete and spectators at the competition; and
3. if the competition to be held is an international athletic competition, submits to USA Triathlon an audited or notarized financial report of similar events, if any, conducted by the amateur sports organization or person; or
to sponsor United States amateur athletes to compete in a triathlon held outside the United States, if such amateur sports organization or person –
1. pays the required fee;
2. submits a letter from the appropriate entity which will hold the competition clarifying that -
i. appropriate measures have been taken to protect the amateur status of athletes who will take part in the competition and to protect their eligibility to compete in amateur athletic 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 amateur athletic requirements specifically applicable to the competition,
iv. the competition will be conducted by qualified officials,
v. proper medical supervision will be provided for athletes who will participate in the competition, and
vi. proper safety precautions have been taken to protect the personal welfare of the athlete and spectators at the competition; and
submits a report of the most recent trip, if any, to a foreign country which the amateur sports organization or person sponsored for the purpose of having United States amateur athletes compete in a triathlon.

ARTICLE XIII Arbitration

In the event the United States Olympic Committee recognizes USA Triathlon as the National Governing Body of Triathlon in the United States, USA Triathlon agrees to submit, upon demand of the United States Olympic Committee, to binding arbitration conducted in accordance with the commercial rules of the American Arbitration Association in any controversy involving its recognition as a national governing body, or involving the opportunity of any amateur athlete, coach, trainer, manager, administrator or official to participate in amateur athletic competition.

ARTICLE XIV Eligibility

Amateur eligibility criteria relating to amateur status of any member shall be no more restrictive than those of the international sports federation for triathlon.

ARTICLE XV Hearings and Appeals

Section 1. Board of Hearings and Appeals. USA Triathlon shall establish a Board of Hearings and Appeals which shall consist of at least twelve members, including the chairpersons of the Legal Committee, chairpersons of the Safety and Rules Committee, at least four athlete representatives, and such other members as may be selected by the Executive Director. Except as otherwise provided in this Article XV, the Executive Director shall appoint a panel of at least three members of the Board of Hearings and Appeals to address and determine any matter requiring resolution. The Board of Hearings and Appeals shall be empowered:
a. To impose and enforce penalties for any violation of the Competitive Rules or other policies or regulations of USA Triathlon;
b. To review any punitive action or decision taken against any person and to affirm, reverse, stay, or modify such action or decision;
c. To investigate any pertinent matter as directed by the Executive Director or the Board of Directors;
d. To determine the eligibility of any person to compete in USA Triathlon sanctioned events;
e. To determine USA Triathlon membership status of any person and to reinstate or revoke membership rights;
f. To issue conditional orders prohibiting or requiring certain conduct or action as a condition to maintaining membership rights;
g. To interpret any Competitive Rule, regulation, or policy of USA Triathlon; and
h. To conduct hearings and determine any appeal properly filed with USA Triathlon.

Section 2. Proper Subject of Appeal. No person may file an appeal with respect to a judgement call as defined in Section 10.1 of the Competitive Rules. Members may appeal the final decision of a Protest Committee, any punitive action affecting their membership in USA Triathlon, or any other matter involving an interpretation of the Competitive Rules of which an appeal is not otherwise prohibited by this Article XV.

Section 3. Appeals of Protests and Other Matters. Except for appeals governed by Article VIII (Medical Control Rules) of the Competitive Rules and appeals from disciplinary hearings which must be made under Section 5 of this Article XV, all appeals shall be made and processed in accordance with this Section 3.
a. Time and Fee for Filing Appeal. An appeal must be filed in writing with USA Triathlon's Executive Director postmarked within 20 days after the date of the decision or determination being appealed and must be accompanied by a $50 filing fee. The filing fee shall be refundable only if the appeal is finally determined in the appellant's favor.
b. Contents of Appeal. The appeal shall be in the form of a petition and shall contain the following:
1. The petitioner's name, address and telephone number;
2. a detailed description of the factual background including the date, time, and precise location of any relevant incidents and an identification of the decision being appealed and the person or persons who rendered the decision;
3. any relevant Rules, regulations, or policies and an application of the facts to those Rules, regulations or policies;
4. a detailed explanation of all of the grounds for the appeal;
5. all of the evidence that the athlete wishes to be considered and the names, addresses, and telephone numbers of any witnesses;
6. a request to participate orally at the hearing if so desired; and
7. a request for additional time if desired, not to exceed 14 days, within which to submit additional written materials. Requests to participate orally at hearings will be granted only in exceptional circumstances, and all petitioners should therefore ensure that their appeal contains all relevant information when submitted.
c. Determination of Appeal. The appeal shall be heard and determined by a panel of three disinterested members of the Board of Hearings and Appeals who shall be selected by or under the direction of the Executive Director. If the petitioner has requested to participate orally at the hearing, the panel, with advice of counsel, shall determine whether such oral participation will be permitted and, if permitted, the panel shall notify the appellant of the hearing time and date. If the request for oral participation is denied, the panel shall notify the appellant of such denial and shall proceed with a determination of the appeal based upon the submitted materials.
d. Hearing of Appeal. The Executive Director shall appoint, or the panel shall elect, a chairperson to conduct the hearing. Hearings may be conducted by an attorney at law retained or appointed by USA Triathlon for that purpose, but any such attorney shall have no vote in the panel's decision. Any hearing may be conducted by telephone conference call or otherwise at the discretion of the panel. The appellant shall have the right to be represented by counsel.
e. Appellate Decision. The appellate panel shall issue a written memorandum explaining and containing its decision within fourteen (14) days after the appeal has been duly filed or the hearing has been concluded, whichever is later. The appellant shall receive a copy of the decision. The decision of an appellate panel under this Section 3 shall be final and there shall be no further right to appeal.

Section 4. Disciplinary Hearings. Except as otherwise provided in this Article XV, and whenever the time and circumstances permit, a disciplinary hearing will be held to determine whether an athlete should be fined, sanctioned, censured, suspended, expelled, or otherwise rendered ineligible to compete in USA Triathlon sanctioned events. Disciplinary hearings shall be conducted in accordance with this Section 4.
a. Notice. The proposed subject of the hearing (the "respondent") shall be given written notice personally delivered or sent to his last known address by certified mail, return receipt requested. The notice shall apprise the respondent of the specific charges made against him, the specific Rules, regulations, or policies alleged to have been violated, the potential penalties which may be imposed, and the date, time, and place where a hearing will be held. The hearing date shall be set for a date not less than thirty (30) days nor more than sixty (60) days after the date of the notice. The hearing panel may continue or postpone the hearing in its sole discretion for good cause shown.
b. Answer. The respondent shall file a written answer to all of the charges no later than ten (10) days prior to the date of the hearing addressed to the Executive Director and sent by certified mail, return receipt requested. Any statements submitted by the respondent or other parties in support of the answer shall be in the form of a sworn affidavit and shall contain a certification that the affiant's statement is true and correct.
c. Right to Counsel. The respondent shall have the right to the assistance of legal counsel in the preparation of a defense and the right to be represented by counsel at the hearing.
d. Hearing Panel. The hearing shall be held before a panel of three or five disinterested members of the Board of Hearings and Appeals who shall be selected by or under the direction of the Executive Director. Any hearing may be conducted by telephone conference call or otherwise at the discretion of the panel. In no case, shall elected members of USA Triathlon's Board of Directors constitute a majority of the hearing panel. The chairperson of the hearing panel shall be elected by the panel members or appointed by the Executive Director. Hearings may be conducted by an attorney at law retained or appointed by USA Triathlon for that purpose, but any such attorney shall have no vote in the panel's decision.
e. Hearing Decision. The hearing panel shall issue a written memorandum explaining and containing its decision within fourteen (14) days after the conclusion of the hearing. The respondent shall receive a copy of the decision and notice of any right to appellate review by the Board of Directors.

Section 5. Appeal to the Board of Directors. Any respondent adversely affected by a disciplinary hearing convened under Section 4 of this Article XV shall have the right to appeal to USA Triathlon's Board of Directors by filing a written petition along with a non-refundable $50 filing fee within twenty (20) days after mailing of the panel's decision. Upon timely petition to the Executive Director, and for good cause shown, the time for appeal may be extended. The Board of Directors shall appoint at least three disinterested directors to decide any appeal under this Section. Oral hearings will be granted only in exceptional circumstances at the discretion of the Board, and petitions should therefore contain all relevant information when submitted. Any hearing may be conducted by telephone conference call or otherwise. An appellate hearing, if any, shall be scheduled not less than thirty (30) days nor more than sixty (60) days after the filing of the petition.

Section 6. Emergency Hearings and Appeals. If the circumstances require a speedy determination of any appeal or disciplinary matter such that compliance with the procedures outlined in Sections 3 or 4 of this Article XV would not be feasible, an emergency hearing or appeal may be conducted by a member or members of the Board of Hearings and Appeals. Notice (which may be oral) and an opportunity to respond shall be provided to all affected participants as may be reasonable under the circumstances, but in all cases, procedures shall be designed to safeguard the due process rights of participants. The emergency hearing may be conducted at the site of any athletic competition or by telephone conference, if necessary. If an emergency appeal of a Protest Committee's decision is conducted and decided, there shall be no right to further appeal that decision. If an emergency disciplinary hearing is held in lieu of the normal procedure under Section 4 of this Article XV, within fourteen (14) days after the emergency hearing, the decision shall be reduced to writing and mailed to the interested participants along with notice of a right to appeal under Section 3 of this Article XV. The time period for filing an appeal under Section 3 of this Article XV shall commence on the date the written decision is mailed.

Section 7. Investigations and Inquiries. USA Triathlon's Board of Directors or the Executive Director may appoint members of the Board of Hearings and Appeals to investigate, report, and issue a decision or recommendation with respect to any matter deemed relevant to USA Triathlon. All persons shall cooperate with any such investigation and shall comply with all reasonable requests and inquiries made by any such panel.

Section 8. Compliance with Final Ruling. All persons shall abide by the final determination by USA Triathlon of an appeal or any other matter relating to the Competitive Rules or the sport of triathlon. In the event USA Triathlon resolves an issue in a manner that changes official race results or the order in which athletes are deemed to have finished an event, all affected athletes shall abide by such ruling and shall return or agree to return any prize monies or awards in such manner and at such time as USA Triathlon may request. Failure to comply with this Section 8 of this Article XV shall be grounds for suspension from USA Triathlon.

ARTICLE XVI USA Triathlon Representative to United States Olympic Committee Board of Directors

Section 1. Pursuant to Article XII, Section 3 of the USOC Constitution, USA Triathlon is entitled to have one (1) director on the USOC Board of Directors. At the meeting of the USA Triathlon Board of Directors held immediately preceding the Summer Olympic Games, the USA Triathlon Board of Directors shall select USA Triathlon’s representative who shall serve as a member of the USOC Board of Directors, which representative shall serve for the next Olympic Quadrennium commencing with the Summer Olympic Games.

Section 2. USA Triathlon’s selected representative shall advise USA Triathlon, on a timely basis, of all USOC matters coming to the representative’s attention that affect USA Triathlon, and shall submit written reports of non-confidential information, pertaining to USOC business and activities, that is relevant to USA Triathlon. The written reports shall be timely distributed to the USA Triathlon Board of Directors and to other interested or affected parties.

ARTICLE XVII Athlete Representative to United States Olympic Committee Athlete Advisory Council

Section 1. One (1) Athlete Representative and one (1) alternate shall be elected to represent USA Triathlon on the USOC Athlete Advisory Council. The Athlete Representative and the alternate shall be elected at least sixty (60) days prior to each Quadrennial Meeting of the USOC Board of Directors.

Section 2. The Athlete Representative and the alternate to the USOC Athlete Advisory Council shall have represented the United States in the Olympic Games, Pan American Games, or any major international elite amateur athletic triathlon competition within the previous ten (10) years.

Section 3. The Athlete Representative and the alternate to the USOC Athlete Advisory Council shall be directly elected by the members of the Elite Pool (as defined in Article VI, Section 2 above) by written ballot. The written ballot containing the names of not less than two (2) male and two (2) female candidates shall be mailed to all members of the Elite Pool at least one (1) month prior to the start of the summer Olympic Games to ensure that the Athlete Representative and the alternate are elected prior to the USOC Quadrennial Meeting. The ballot shall set forth the proposed action and provide a reasonable time within which to return the ballot in order to counted. The person receiving the most votes shall be the Athlete Representative and the alternate shall be the person of the opposite gender of the elected Athlete Representative receiving the most votes. The Athlete Representative and the alternate shall be elected for a four (4) year term and until their successor is duly elected and qualified, and shall be eligible for election to one (1) additional consecutive four (4) year term, but in no event shall any Athlete Representative or alternate to the USOC Athlete Advisory Counsel be elected for more than two (2) consecutive full terms as the Athlete Representative and/or the alternate.

ARTICLE XVIII Conflict of Interest

Section 1. Except as permitted by and in compliance with one or more provisions of California Nonprofit Corporation Law including one or more of Sections 5233 through 5236, no member of the Board of Directors, officer, or member of any committee of USA Triathlon, and no employee, consultant, agent or representative of USA Triathlon shall participate in the evaluation or approval of any contractual arrangement involving USA Triathlon if such individual would financially benefit, directly or indirectly, from USA Triathlon becoming or remaining a party to the arrangement. No member of the Board of Directors, officer or member of any committee of USA Triathlon, employee, consultant, agent or representative of USA Triathlon, shall be elected to or appointed to any office or position representing USA Triathlon if the Board of Directors determines that such individual's ability to act in the best interests of USA Triathlon will be or reasonably may be affected by such individual's own financial, business, property, or personal interest. No member shall enter into an agreement with USA Triathlon which would violate applicable law.

Section 2. Upon learning that USA Triathlon is proposing to enter or has entered into a contractual arrangement or agreement which is referred to in Section 1, and is not in compliance with one or more provisions of the California Nonprofit Corporation Law including one or more of Sections 5233 through 5236, each individual named in Section 1 shall promptly notify the President and the Executive Director in writing of the existence of the potential conflict, and the Executive Director shall disclose immediately the potential conflict to those vested with considering and making any decision on the arrangement or agreement which is referred to in Section 1. In the event of an election or appointment which the Board of Directors determines violates the terms of Section 1, and is not in compliance with one or more provisions of the California Nonprofit Corporation Law including one or more of Sections 5233 through 5236, the individual shall resign from or decline the office or appointment. Nothing herein shall, however, permit removal of a Director from the office of Director except by those persons so authorized as elsewhere in these Bylaws.

Section 3. In the event this Article is violated, USA Triathlon shall have the right to recover from the individual in question his/her direct or indirect financial benefit and to void the arrangement.

Section 4. Each year at the first regular meeting of the Board of Directors after each election of directors, each director shall file with USA Triathlon office a disclosure of all activities in which such director or the director's spouse or children held a direct or indirect financial interest, or from which they received compensation during the preceding twelve (12) months, that were directly or indirectly involved with the sport of triathlon or its component sports, or were doing business with USA Triathlon. Such list shall be made available to the public upon request.

ARTICLE XIX Indemnification

Section 1. Definitions. For the purpose of this Article,
a. "agent" means any person who is or was a director, officer, employee, or other agent of this corporation, or is or was serving at the request of this corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of this corporation or of another enterprise at the request of the predecessor corporation;
b. "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative; and
c. "expenses" includes, without limitation, all attorneys' fees, costs, and other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorneys' fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.

Section 2. Successful Defense By Agent. To the extent that an agent of this corporation has been successful on the merits in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of Sections 3 through 5 shall determine whether the agent is entitled to indemnification.

Section 3. Actions Brought by Persons Other Than the Corporation. Subject to the required findings to be made pursuant to Section 5, below, this corporation shall indemnify any person who was or is a party, or is threatened to be made party, to any proceeding other than an action brought by, or on behalf of, this corporation, or by an officer, director or person granted related status by the Attorney General, or by the Attorney General on the ground that the defendant director was or is engaging in self-dealing within the meaning of California Corporations Code Section 5233, or by the Attorney General or a person granted related status by the Attorney General for any breach of duty relating to assets held in charitable trust, by reason of the fact that such person is or was an agent of this corporation, for all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the proceeding.

Section 4. Action Brought by or on Behalf of the Corporation.
a. Claims settled out of court. If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this corporation, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.
b. Claims and suits awarded against agent. This corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this corporation by reason of the fact that the person is or was an agent of this corporation, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:
i. The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that section; and
ii. Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

Section 5. Determination of Agent's Good Faith Conduct. The indemnification granted to an agent in Sections 3 and 4 above is conditioned on the following:
a. Required standard of conduct. The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he believed to be in the best interest of this corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this corporation or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.
b. Manner of determination of good faith conduct. The determination that the agent did act in the manner complying with Paragraph (a) above shall be made by:
i. the Board of Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or
ii. the affirmative vote (or written ballot in accord with Article VI, Section 6) of a majority of the votes represented and voting at a duly held meeting of members at which a quorum is present (which affirmative votes also constitute a majority of the required quorum); or
iii. the court in which the proceeding is or was pending.
Such determination may be made on application brought by this corporation or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this corporation.

Section 6. Limitations. No indemnification or advance shall be made under this Article, except as provided in Sections 2 or 5(b)(iii), in any circumstance when it appears:
a. That the indemnification or advance would be inconsistent with a provision of the Articles, a resolution of the members, or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or
b. That the indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Section 7. Advance of Expense. Expenses incurred in defending any proceeding may be advanced by this corporation before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Section 8. Contractual rights of Nondirectors and Nonofficers. Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this corporation, or any subsidiary hereof, may be entitled by contract or otherwise.

Section 9. Insurance. The board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation against any liability other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.

ARTICLE XX Amendments to the Bylaws

Section 1. Bylaws may be adopted, amended or repealed either by the Directors, upon vote of two-thirds of the number of seats on the Board of Directors, or by a majority vote of the members actually voting in response to a mail ballot sent to the membership (1) ratifying a proposed action taken at a meeting of the members, (2) adopting a proposal initiated by the requisite number of members, or (3) adopting a proposal which by a vote of a majority of the Board of Directors is submitted to the membership for ratification or adoption.

Section 2. If proposals for adoption, amendment or repeal of Bylaws are to be considered by mail ballot of the membership, all proposals, together with a report and recommendation from the Board of Directors and any proponent(s) of the proposal, shall be mailed to the members at least sixty (60) days prior to the deadline for receipt of votes.

ARTICLE XXI Miscellaneous

All provisions of these Bylaws shall be construed to conform and comply with all applicable state and federal laws and regulations.

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Dan Empfield
aka Slowman