BYLAWS OF TEXAS JUDO INC.
Approved February 17, 2001
ARTICLE I
MEMBERSHIP
Section 1. The membership of the corporation shall be confined to amateur judo clubs, to any individual who is an amateur athlete, coach, trainer, manager, administrator, or official active in the sport of judo. Individuals or organizations who do not qualify for membership in the categories listed above may nevertheless be associated with, and recognized by, the corporation, through its board of directors, by virtue of their current or past activities in the affairs of judo or of the corporation.
Section 2. Group A: Amateur Judo Clubs- eligible for Group A membership shall be those amateur judo clues having a minimum of one (1) individual members registered with Texas Judo, Inc.
Section 3. Group B: Individuals- eligible for Group B memberships shall be any individual who is an amateur judo athlete, coach, trainer, manager, administrator, official or supporter of Texas Judo.
Section 4. Group C: Life Members and Sustaining Members
A. Life members are those individuals who contribute a minimum of $100.00 to the corporation for the furtherance of competitive judo in the United States.
B. Sustaining members are all other persons interested in the purposes and programs of the corporation on the local, regional or national level.
C. The Group C members shall not be entitled to vote.
Article II
ADMISSION OF MEMBERS
Admission to membership will be by application to Texas Judo in the form approved by the National Governing Body for Judo in the United States.
Article III
BOARD OF DIRECTORS
Section 1. The corporation is governed by a board of directors constituted as follows -
A. One delegate elected by each Group A member, with a total of one vote for the first ten (10) registered individual members; and one additional delegate with a total of one vote for each additional twenty five (25) individual registered members in the club.
B Twenty percent (20%) of the total membership of the board of directors shall be elected by the athlete's advisory council who are actively engaged in amateur athletic competition in judo or who have represented Texas Judo in national or international amateur athletic competition within the preceding ten (10) years. Each delegate shall have one vote.
C. Two delegates at large, with a total of one vote each, who are appointed by the president in accordance with the following criteria -
1. Those who have served as coaches and managers of regional and national judo teams,
2. Those who have special training or expertise that is needed or which can be useful in the management of the corporation,
3. Those who have contributed to the sport of judo who are presently actively engaged in judo administration at the Regional or National level.
D. The officers and directors of the corporation with a total of one vote each.
Section 2. The board of directors has power and authority to -
A. Elect the officers of the corporation and remove the same by cause, by a two-thirds (2/3) vote of its members voting, and fill vacancies that may exist among the officers and the executive committee,
B. Enact, revise, amend, or repeal the articles of incorporation and the bylaws, as provided herein,
C. Admit members, reclassify and terminate the membership of members,
D. Determine and certify the amateur status of judo athletes,
E. Receive and review the reports of the executive committee and of all other committees or other persons concerning the activities of the corporation of matters in which the corporation may be interested,
F. Assume original and appellate jurisdiction, upon notice to those involved, in any matter where, in the opinion of two-thirds (2/3) of the board members, the best interests of the corporation will be served thereby, and the decision of the board of directors, after a full hearing of those involved who wish to be heard, shall be final and binding unless the procedures provided for in article xviii are invoked within 30 days. The board shall have the power to appoint from among its members or from other sources a hearing body of not less than three (3) members to conduct the hearing and make the necessary finding, including the necessary action to be taken, and make recommendations to the board of directors.
G. Enact, amend, or repeal a sporting code which shall, in addition to other matters,
1. Define an amateur athlete, amateur sports organization, and set out any other definition pertinent to the affairs and functions of the corporation,
2. Provide procedures, organization, officiating, and requirements for national and other championships, and
3. Provide rules of competition,
H. Discipline members and impose, enforce, or remit penalties for any violation of the bylaws, sporting code, and rules, regulations and procedures promulgated by the corporation through its board of directors, executive committee, and other committees,
I. By a two-thirds (2/3) vote remove from office on thirty (30) days written notice any member of the board of directors who, by neglect of duty or by conduct tending to impair usefulness as a member of the board, shall be deemed to have forfeited the position,
J. Provide for, collect, and expend dues or funds of the corporation. Call regular and special meetings of the board of directors and of the executive committee and fix the time and place for holding all meetings not fixed by these bylaws,
L. Institute, locate, conduct, and manage all state judo championships through the members sponsoring the event,
M. Appoint or approve permanent committees from its own members and from other persons or entities associated with the corporation. Take such other action as is customary and proper on behalf of the corporation, and shall be responsible for conducting all the affairs and business of the corporation, and shall be vested with all powers of the corporation and have authority to act on all organizational matters.
Section 3. The board of directors shall have the power to amend these bylaws upon a majority vote of its members present and entitled to vote, after sixty (60) days previous written notice of the proposed amendment or amendments to all known members of the corporation,
Section 4. The board of directors may, while retaining its responsibility, delegate power and authority to officers and/or committees and others associated with the corporation.
Section 5. At the annual meeting in every two years, the board of directors shall elect from among its members the following officers who shall be the officers of the corporation,
President
Vice president
Secretary
Treasurer
Section 6. The officers shall be eighteen (18) years of age or over, current members in good standing with Texas Judo and the National Governing Body, and shall be citizens of the United States of America,
Section 7. The officers shall take office at the annual meeting at which elected and shall serve for a term of two years. An officer may be re-elected to successive terms of office.
Section 8. At least once every year the board of directors, upon two-thirds (2/3) vote of the total members of the board, shall make available a report to all members of the corporation of the financial position and activities of the corporation.
Article IV
DUTIES OF OFFICERS
Section 1. The president shall be the chief executive officer and shall preside at all meetings of the board of directors and of the executive committee. The president shall be, ex officio, a nonvoting member of all committees and shall perform such duties as may be assigned by vote of the board of directors or of the executive committee. The president shall appoint the representatives to all meetings of the board of directors of the National Governing Body.
Section 2. The vice president shall perform the duties of the president in case of the president's absence or inability to act and shall discharge such other duties as may be assigned by vote of the board of directors or of the executive committee.
Section 3. The secretary of the corporation shall also be the secretary of the board of directors and of the Executive Committee, the secretary shall keep the seal and the records of the corporation, supervise the taking, making, and distribution of minutes, attend to the publication of official reports, attest documents, and perform such other functions as usually pertain to this office. The secretary shall discharge such other duties as may be assigned by vote of the board of directors or of the executive committee. A copy of the minutes of each meeting of the board of directors and of the executive committee will be sent to each member of the board of directors within 30 days following the conclusion of a meeting.
Section 4. The treasurer shall have charge of the funds and books of account of the corporation. The treasurer shall receive and deposit the funds of the corporation in such bank or banks as shall be designated by or under authority of the executive committee. The treasurer shall disburse such funds in the manner designated by or under the authority of the executive committee. The treasurer shall render an annual financial report to the board of directors and to the executive committee and such special reports as may from time to time be called for by or under the authority of the executive committee. The treasurer shall discharge such other duties as may be assigned by vote of the board of directors or of the executive committee.
Section 5. All officers and employees handling funds of the corporation shall be bonded in such amounts as may be determined from time to time by the executive committee. The expense of furnishing such bonds shall be paid by the corporation.
Section 6. The accounts and financial reports of the treasurer and of any other person handling funds of the corporation shall be audited by an internal committee appointed by the president and approved by the executive committee.
Article V
EXECUTIVE COMMITTEE
Section 1. The executive committee shall discharge the functions of the board of directors on its behalf between meetings of the board, subject to the general direction and approval of the board, and shall perform such other duties as are assigned to it by the articles of incorporation, bylaws, and general rules of the corporation.
Section 2. The executive committee shall be selected by the board of directors from its membership in the manner provided in section 3 of the article v.
Section 3. The executive committee shall consist of the following members –
A. The president, the vice president, the secretary, and the treasurer of the corporation.
B. The directors of operations, development, membership, and certification.
C. Two to be elected or appointed by the athletes' advisory council, who are actively engaged in amateur athletic competition in judo or who have represented Texas Judo in national or international amateur athletic judo competition within the preceding ten (10) years.
Section 4. Each member shall serve until such time as his or her successor shall have been elected or appointed.
Section 5. In the event the same person should be named to more than one position on the executive committee, he or she shall be entitled to hold one (1) position, to be chosen by him or her, and the other position or positions shall be declared vacant.
Section 6. A vacancy in the executive committee membership may be created at any time upon written notice to the secretary by the member or by action of the organization which elected or appointed the member, and such vacancy may be filled in the same manner. Action under this section with respect to item C shall be taken by the athletes' advisory council in the manner prescribed ii these bylaws.
Section 7. In case of the temporary absence of the executive committee member in item C above, an alternate designated by the athlete’s advisory council may attend a meeting of the executive committee and receive thereon all the privileges of the absent member.
Article VI
MEETINGS
Section 1. The board of directors shall hold the following regular meetings each year --
A. An annual meeting to be held in conjunction with the senior state judo championship tournament, and
B. A semi-annual meeting to be held in September or October.
Section 2. The secretary shall give written notice of the time and place of each meeting to each member of the board of directors at least 30 days prior to the meeting.
Section 3. Unless otherwise provided at the preceding meeting, the executive committee shall constitute a committee on arrangements and shall be responsible for coordinating reservations and accommodations.
Section 4. Agenda
A. Any member of the board of directors or committee chairmen may place before the board, at the semiannual meetings, any matter relating to the affairs or objectives of the corporation, provided that, at least 45 days before the date of the meeting, a written notice is submitted to the secretary describing specifically the matter desired to be placed before the board and stating the proposal with respect to such matter. Matters so noticed shall be placed on the agenda without requiring approval of the executive committee.
B. The executive committee may place any matter on the agenda at any time, but this power shall not be construed as a limitation of subsection A of this section. Items placed on the agenda by the executive committee not in accordance with subsection a of this section shall require a two-thirds (2/3) vote of the board of directors for approval.
C. The executive committee shall hold an agenda meeting before each meeting of the board of directors and draft up the agenda for the meeting. An affirmative vote of the majority of the committee members present shall suffice to approve matters for the agenda, the agenda meeting may be held by mail in which case an affirmative vote of the majority of the committee members answering shall suffice to approve matters for the agenda.
D. At least 30 days before each meeting, the secretary shall distribute to each of the members of the board of directors a copy of a tentative agenda. The negative vote of 33 percent of the members of the board of directors shall prevent consideration by the board of any matter not on the agenda so distributed, unless omission is due to an error of the secretary.
Section 5. Credentials-
A. The officers of the corporation shall act as a committee on credentials to determine the qualification of each voting member and alternate to be seated at a meeting, and the votes possessed either as a voting representative or as an alternate, only duly certified voting representatives and alternates shall be seated,
B. Alternates, committee chairmen, and any other interested persons may, upon the discretion of the president, be allowed to attend a meeting as observers, but shall have no right to be heard except in accordance with the agenda. The president, due to insufficient space, nature of a proposal, or in order to conduct an orderly meeting, may order a meeting closed.
Section 6. A quorum at meetings of the board of directors shall be obtained if those seated are authorized to cast at least 20 percent plus one -1- vote of the total votes of the board.
Section 7. If a voting representative is not present, that representative's vote shall be cast by the designated alternate. If there are no such delegates of alternates present, the group member which they would have represented had they been present will not be represented. In case a group member is entitled to two (2) delegates and only one (1) delegate appears, that group member then is entitled to only one (1) vote. This rule is known as 'one delegate-one vote, two delegates-two votes, etc.' motions shall not be made and seconded by delegates from the same group member.
Section 8· the order of business at all meetings of the board of directors shall be as follows:
(1) Call to order
(2) Seating of the delegates
(3) Reading the minutes of the previous meeting [and their approval]
(4) Reports of boards and standing committees.
(5) Reports of special (select) committees.
(6) Unfinished business and general orders
(7) New business
(8) Election of officers and appointment of temporary chairpersons and committee members
(9) Adjournment
Section 9. In event of dispute, the latest edition of Roberts' Rules of Order should govern the proceedings at all meetings of the corporation.
Section 10. 'Special meetings '
A. The executive committee shall have the power to call special meetings of the board of directors for good and sufficient cause.
B. The president shall determine the time and place for special meetings, with due regard to the convenience of the members of the board of directors.
C. Notice of special meetings shall be sent out by the secretary at least 30 days in advance of such meetings. The notices shall specify the reasons for calling the meeting. No business shall be transacted at special meetings that is not embraced within the scope of the reasons specified in the notice, unless consideration of such business is first ap proved by 33 percent plus one (1) vote of the total vote of the board of directors.
Article VII
VOTE BY MAIL, FAX OR EMAIL
Section 1. When a mail, fax or email vote on any question shall be directed by the board of directors or by the executive committee, the secretary shall mail or telegraph to each voting delegate of the board of directors a statement of the question to be voted upon and fix a reasonable time limit, not less than 10 days from the date of mailing or telegraphing, within which ballots shall be returned by mail or telegraph.
Section 2. The ballots received shall be counted by the secretary, unless otherwise directed by the executive committee. If properly marked ballots are received totaling at least 33% of the total number of votes that can be cast, 2/3 of the ballots received shall be required to be the action or position of the corporation.
Section 3. Each ballot shall bear a notice that it shall not be counted unless signed by the person casting the vote. No ballot shall be counted unless so signed. Each ballot will count as only one vote.
Section 4. No alternates may vote by mail or telegraph.
Section 5. The secretary shall make exact minutes of the question, the number of ballots received, and the vote, all of which, along with the ballots received, shall become a part of the permanent records of this corporation. The secretary shall notify all members of the board of directors and of the executive committee within one week of the results of the mail or telegraphic vote and indicate the vote of each of the members.
Article VIII
PROXY VOTE
There will be no voting by proxy.
Article IX
COMMITTEES
Section 1. The members and temporary chairpersons of standing committees of this corporation shall be appointed by the president subject to the approval of the board of directors or executive committee. Committee members shall be eighteen (18) years of age or over, current members in good standing with Texas Judo and the National Governing Body, and shall be citizens of the United States of America,
Section 2. Each committee, upon approval of its members by the board of directors or executive committee, will meet in person, by mail, or by email and elect a permanent chairperson and vice-chairperson.
Section 3. Each committee will consist of a minimum of three (3) members will coordinate with a Director who will serve as a non-voting member of the committees and the liaison to the executive committee. The committees and their responsibilities are as follows:
A. Development
1. Juniors: Advise and assist the executive committee and the board of directors and all other components of the corporation in all matters concerning the junior judo activities in Texas. Develop an adequate pool of junior athletes to represent Texas in national competition by organizing junior competition and training.
2. Interscholastic: Advise and assist the executive committee and the board of directors and all other components of the corporation in all matters concerning the interscholastic judo activities in Texas. Develop an adequate pool of interscholastic athletes to represent Texas in national competition by organizing competition and training.
3. Collegiate: Advise and assist the executive committee and the board of directors and all other components of the corporation in all matters concerning the collegiate judo activities in Texas. Develop an adequate pool of college athletes to represent Texas in national competition by organizing competition and training.
4. Seniors: Advise and assist the executive committee and the board of directors and all other components of the corporation in all matters concerning the senior judo activities in Texas. Develop an adequate pool of senior athletes to represent Texas in national competition by organizing competition and training.
5. Kata: Advise and assist the executive committee and the board of directors and all other components of the corporation in all matters concerning the kata judo activities in Texas. Develop an adequate pool of kata athletes to represent Texas in national competition by organizing competition and training.
6. Masters: Advise and assist the executive committee and the board of directors and all other components of the corporation in all matters concerning the masters judo activities in Texas. Develop an adequate pool of masters athletes to represent Texas in national competition by organizing competition and training.
7. Coaches: Develop an adequate pool of coaches to represent Texas in national competition by organizing coaches clinics and training.
8. Recreational: Develop recreational judo activities throughout the state.
B. Membership
1. Enrollment: Assist tournament directors in enrolling members.
2. Life Members: Promote the enrollment of Life Members
3. Publicity: Acquaint those outside the corporation with the true spirit and art of judo and the benefits to be derived from participation in judo and cooperation with this corporation. Make recommendations on ways and means to increase the effectiveness and prestige of this corporation
4. All Star: Promote the All Star program, monitor the points earned by athletes, and arrange for the All Star awards.
5. Communications: Develop various means of communicating with the media and with members.
6. Publications: Produce and distribute Texas Judo News, a quarterly newsletter to the members, by soliciting articles and ad from members.
C. Operations
1. Budget: Advise and assist the treasurer in the performance of his duties. Transmit a budget of upcoming expenses of the corporation for approval by the board of directors at the semi-annual meeting. Monitor performance of the operating units of the corporation on both income and expenses in relation to the budget. Prepare periodic recommendations for modification of the budget, if necessary, for approval of the board of directors.
2. Law & Legislation: Review all proposals for amendment of the articles of incorporation and bylaws of the corporation and of making a report thereon, with recommendations both as to substance and as to form, to the executive committee and to the board of directors, any such amendments which have or may have an impact on any standing committee shall be submitted to such standing committee before considered by the law and legislative committee. Advise and assist the president, the board of directors, and the executive committee in regard to the determination of legal and legislative policy. Assist the president, the board of directors, and the executive committee in the formulation of rules of conduct for members, teams, and committees. Advise and assist the president, the board of directors, and the executive committee in the formulation and determination of the corporation's future rights and duties. . Aid in the drafting of legal instruments and legislation in coordination with the board of directors, the executive committee, and other committees of the corporation, and with other entities interested in the promotion of judo,
3. Fund Raising: Develop plans and coordinate the efforts of the members for the raising of funds from the general public necessary to finance the operations of the corporation. Recommend to the executive committee and to the board of directors, and thereafter monitor the policies and procedures to be followed by the corporation in its general fund-raising activities.
4. Standards: The standards committee shall seek to maintain high standards of conduct and performance among the members of this corporation in all matters pertaining to judo and shall investigate questions of improper conduct and performance by members, including improper promotions or assertions of rank, and report its findings and recommendations to the executive committee. It shall investigate and report to the executive committee any condition, practices, or abuses by members or nonmembers tending to mislead, impose upon, or endanger the public, or otherwise bring judo or this corporation into dispute, and with the approval of the executive committee, take steps to correct any such conditions, practices, and abuses. The standards committee shall seek to maintain and enforce the sporting code as promulgated by this corporation. Whenever practical, the committee shall work in close harmony with other organizations interested in the amateur status of athletes,
5. Sports Medicine: Promote research in and practical application of all aspects of sports medicine. Receive, evaluate, and serve as a central depository for all studies and prepared papers on sports medicine and related matters. Provide, through clinics, workshops, textbooks and literature, a continuing education program in sports medicine for physicians, athletes, coaches, and trainers. Establish liaison with federal, state, and local government programs dealing with sports medicine and sports equipment. Promote, encourage, and insure that registered Texas Judo clubs maintain an adequate supply of claim forms for its athletes whenever needed.
6. Merchandising: Make recommendations on item to be purchased and resold subject to approval by the board of directors. Advertise and sell the items approved.
7. Tournament: Prepare and distribute information on the management of events such as tournaments, clinics, and demonstrations. Advise tournament directors in the area of tournament management.
8. Club Operations: Prepare and distribute information on the profitable operation of a Judo club. Advise clubs on developing a support group.
C. Certification
1. Technical Officials: Conduct training and examinations for local and regional technical officials.
2. Referee: Conduct training and examinations for local and regional referees.
3. Kata Judge: Conduct training and examinations for local and regional kata judges.
4. Coach Certification: Conduct training, certification clinics and examinations for local and regional coaches.
5. Rank: Follow the standards set by the National Governing Body in promoting members in rank. Make recommendations to the National Governing Body for ranks of Yodan and above. Conduct examinations for the rank of Sandan and other ranks if requested. Review the recommendations of promotions below the rank of Sandan. Promotions below the rank of Sandan may be made by a club instructor provided his/her rank is two ranks above the individual being promoted.
Section 4. The president shall have the authority to create and disband all temporary committees, appoint the members and Chairmen thereof, and determine the size and duties of such committee.
Article X
ATHLETES' ADVISORY COUNCIL
There shall be an athletes' advisory council consisting of those athletes serving as members of the executive committee and as members of the board of directors, as well as such other additional athletes as are elected by the athletes participating in amateur judo athletics to broaden communications between those participating in the sport of judo and to serve as a source of opinion and advice to the executive committee and to the board of directors with regard to both current and contemplated policies of the corporation.
Article XI
COUNSELOR
Section 1. There shall be a counselor, who shall act as the Chief Legal Advisor of the corporation and its officers, directors, and committees. The counselor shall be nominated by the officers and elected by a majority of the board of directors.
Section 2. The counselor shall be eligible to attend all meetings of the corporation and to act in an advisory capacity thereto, including initiating advice whenever the counselor deems it desirable, but shall be ineligible to serve as a director and shall have no right to vote or to make motions.
Section 3. In the event an officer, a member of the executive committee, or a member of the board of directors is selected to serve as counselor, this selection does not prohibit the officer or member from performing the functions of office or serving as a member, nor does the selection disfranchise voting or making motions.
Article XII
EXECUTIVE DIRECTOR
Section 1. The corporation may employ an executive director, who shall serve as the chief administrative official of the corporation. The executive director shall be nominated by the officers and elected by a majority vote of the executive committee. The executive director may be removed at any time with or without cause by a majority vote cf the executive committee, without prejudice to any contract rights.
Section 2. All official notices or other correspondence intended For the corporation, its executive committee or other committees, or for any of its officers, may be addressed in care of the
Executive director, who will be responsible for prompt attention thereto.
Section 3. The executive director shall devote time and service entirely to the affairs of the corporation and shall not engage in any other profession or employment. The executive director shall receive such salary and other benefits as may be recommended by the officers and approved by the executive committee.
Section 4. The executive director shall not have the status of an officer of the corporation, but shall be entitled to attend all meetings of the board of directors and of the executive committee, and those of any and all committees, and shall be a nonvoting member of all the committees.
Article XIII
COMPLAINT PROCEDURES
Section 1. Any member of the corporation or any interested party may file a complaint in writing and signed under oath by the individual or by an officer of the group or organization making the complaint, the complaint shall be filed with the president by registered or certified mail, with a copy thereof served the same time by registered or certified mail on respondents, if any. The complaint shall set forth the factual allegations in numbered paragraphs, each paragraph containing a single factual allegation, and shall contain, at a minimum, the following -
A. Names and addresses of the parties,
B. Jurisdictional basis of the complaint,
C. Efforts made to exhaust available remedies or, if such remedies have not been exhausted, the grounds upon which the complainant alleges that exhaustion would result in unnecessary delay,
D. The alleged ground of noncompliance,
E. Any supporting evidence or documentation forming the basis of the complaint, and
F. The relief sought.
Section 2. The executive committee may on its own initiative investigate matters which come within its knowledge without following the formalities outlined in section 1.
Section 3. Upon receipt of a complaint, the president shall immediately have the complaint investigated and shall appoint a panel of three disinterested persons, unless the complaint is specifically within the jurisdiction of a committee by virtue of these bylaws.
Section 4. At any hearing conducted pursuant to the filing of a challenge or a complaint, all parties shall be given a reasonable opportunity to present oral or written evidence, to cross examine witnesses, and to present such factual or legal claims as desired. Hearings shall be open to the public, unless the panel is of the opinion that the hearing is of such a nature that exposure to the public will not be in the best interest of the parties, of this corporation, or of the sport of judo. In addition, the proceedings shall be stenographically recorded and a verbatim transcript thereof made available to each interested party upon request and payment therefor. The rules of evidence shall not be strictly enforced, instead, rules of evidence generally acceptable in administrative proceedings shall be applicable.
Section 5. The burden of proof shall be upon the challenger or complainant, who shall also initially have the burden of going forward with the evidence. Upon completion of the presentation of the petitioner's evidence, a respondent may move to dismiss for failure to sustain the burden of proof. If such motion to dismiss is denied, the respondent will then have the burden of going forward with the evidence in opposition to the challenge or complaint in its support of its position.
Section 6. The panel shall render its decision, which shall be final, within 30 days after the filing of the complaint.
Article XIV
DEFINITIONS
Section 1. 'Amateur athlete' means any athlete who meets the eligibility standards established by the national governing body for the sport in which the athlete competes,
Section 2. 'Amateur athletic competition' means a contest, game, meet, match, tournament, regatta, or other event in which amateur athletes compete,
Section 3. 'Amateur sports organization' means a not-for-profit corporation, club, federation, union, association, or other group organized in the United States which sponsors or arranges any amateur athletic competition,
Section 4. 'Corporation' means the Texas Judo, Inc.,
Section 5. 'International amateur athletic competition' means any amateur athletic competition between any athlete or athletes representing the United States, either individually or as part of a team, and any athlete or athletes representing any foreign country,
Section 6. 'National governing body' means an amateur sports organization which is recognized by the U.S. Olympic committee,
Section 7. ‘Sanction' means a certificate of approval issued by a state or national governing body.
Article XVI
EMBLEM
The emblem of the corporation shall be the outline of the state with the words 'Texas Judo' and two Judo figures inside. The colors in the emblem are as follows: state – blue, “TexasJudo” – red, and figures white outlined in black.
Article XVI
INDEMNIFICATION
Section 1. The corporation shall indemnify each of its present or former directors, officers, employees, or official representatives, or any other person who is or was serving another corporation or any other entity in any capacity at the request of the corporation against all expenses actually and reasonably incurred by such person - including but not limited to judgments, costs, and counsel fees - in connection with the defense of any pending or threatened litigation to which such person is, or is threatened to be made, a party because such person is or was serving in such capacity. This right of indemnification shall also apply to expenses of litigation which are compromised or settled, including amounts paid in settlement, if the board of directors shall approve such settlement. Such person-s- shall be entitled to be indemnified if the person-s acted in good faith and in a manner that the person-s- reasonably believed to be in and not opposed to the best interests of the corporation. Determination of any litigation by judgment, order, settlement, conviction, or upon a plea of nolo contendere, or its equivalent, shall not of itself create a presumption that the person-s- did not act in good faith and in a manner that the person-s- reasonably believed to be in and@ not opposed to the best interests of the corporation.
Section 2. Any amounts payable as indemnification under this article xxv shall be determined and paid by the corporation pursuant to a determination by a majority vote of the quorum of the board of directors, other than those members who have incurred expenses in connection with litigation for which indemnification is sought, that such person-s' met the standards of conduct set forth in this article, if no such non-interested board members are available, such determination shall be made by either -
A. The counselor in written opinion, as directed by the executive committee, or
B. A majority vote of the members of a special committee appointed by the president.
Section 3. Any expense incurred by such person-s- in connection with the defense of any litigation may be paid by the corporation in advance of a final disposition of such litigation upon receipt of an undertaking by such person-s- to repay such amount if it is determined under section 2 hereof that such person-s- not be indemnified under this article·
Section 4. The right of indemnification under this article shall be in addition to and not exclusive of all other rights to which such person(s) may entitled.
Section 5. The executive committee may, at its discretion, authorize the purchase of insurance on behalf of any person(s) indemnifiable under this article. Such insurance may include provisions for indemnification of such person-s- for expenses of a kind not subject to indemnification under this article.
Article XVII
DUES, FEES AND ASSESSMENTS
Section 1. The board of directors shall have the power to set and collect from the members all dues, fees and assessments required for conducting the affairs of the corporation.
Section 2. The annual dues shall be -
A. Group A member $ 25.00
B. Group B members $ 36.00 of which $5.00 is rebated to Texas Judo.
C. Life members $100.00
D. Promotion Fees -set out in separate schedule-
Section 3. The annual dues, fees, rank registrations and assessments shall be reviewed annually by the executive committee and may be increased by the board of directors when the need is justified for conducting affairs of the corporation, without the necessity of amending these bylaws.
Section 4. Dues shall be due and payable on January 1st of each year.
Section 5. Failure to pay all dues by March 1st or the date of the annual meeting of the board of directors in an applicable year shall suspend all membership privileges of delinquent members, including representation on the executive committee, the board of directors, and all committees, until such arrearages are paid. Membership shall be terminated automatically if the delinquent member remains im arrears for dues by May 1st of each year.
Article XVIII
ARBITRATION
Section 1. In any claim or controversy wherein the corporation, through its officers, board of directors, executive committee, or any of its duly constituted representatives, rules adverse to a party who filed an action, claim, or complaint, that party may submit such action, claim, controversy, or complaint to the American Arbitration Association - hereafter 'Association'- for binding arbitration under its commercial arbitration rules, filing the action not later than one year after the final ruling of the corporation.
Section 2. The association, notwithstanding the provisions of section l. is authorized upon 48 hours notice to the parties concerned and to the president of the corporation to hear and decide a claim or controversy under such expedited procedures as the association deems appropriate, if the association determines that it is necessary to expedite such arbitration in order to resolve a matter which is so scheduled that compliance with regular procedures would not be likely to produce a sufficiently early decision to do justice to the affected parties.