The United States of America Wushu Kungfu Federation

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United States of America Wushu-Kungfu Federation, Inc
Bylaws

ARTICLE I - Name and Office

Section 1 - Name: The Corporation shall be called the United States of America Wushu-Kungfu Federation, Inc., which is abbreviated as USAWKF.

Section 2 - Principal Office: The principal office of the Corporation shall be in the State of Maryland.

Section 3 - Other Offices: Upon the approval of the Board of Directors, USAWKF may also have such other offices as the business of USAWKF may require.

ARTICLE II - Mission and Purposes

Section 1 - Mission: The mission of USAWKF is to organize the amateur sport of wushu-kungfu in the United States, to improve the quality of the sport, to increase its popularity and to deliver its benefits to the people of the United States.

Section 2 - Purposes: The purposes of USAWKF shall be:

  • to encourage the growth, development and promotion of amateur traditional and contemporary wushu-kungfu in the United States;
  • to coordinate amateur wushu-kungfu competition and activities in the United States;
  • to act as the governing body for wushu-kungfu in the United States;
  • to select teams to represent the United States in international wushu-kungfu competitions;
  • to represent the United States in the International Wushu Federation (IWUF) and to coordinate with the IWUF to develop the sport on an international level;
  • to represent the United States in the Pan American Wushu Federation (PAWF) and to coordinate with the PAWF to develop the sport on an international level;
  • to operate exclusively for public health, safety, educational and charitable purposes and to further the purposes and objectives of the "Ted Stevens Olympic and Amateur Sports Act" 36 U.S.C secs. 220501 et seq. (1998), as amended.
  • to aid in the accomplishment of such purposes, to make disbursements that qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code or the corresponding provisions of any future law.

ARTICLE III - Membership

Section 1: Membership in USAWKF is open to individuals who, and to wushu-kungfu schools which, support the mission and purposes of USAWKF. An applicant for membership shall be required to submit a completed and signed USAWKF application form and payment-in-full of the appropriate membership fee. No USAWKF membership, regardless of category, shall be assignable or transferable in any form, in whole or in part, by any means.

Section 2 - Categories of Membership: There shall be seven categories of membership in USAWKF.

  • Individual Annual: Individual Annual memberships shall be open to individual U.S. citizens and permanent residents. Individual Annual members who are 18 years of age or older shall have voting privileges, may serve on committees and may serve in elective office if the individual meets the qualifications for the office as set forth in these Bylaws, as amended from time to time. Individual Annual memberships must be renewed every year.
  • Individual Lifetime: Individual Lifetime memberships shall be open to individual U.S. citizens and permanent residents. Individual Lifetime members who are 18 years of age or older shall have voting privileges, may serve on committees and may serve in elective office if the individual meets the qualifications for the office as set forth in these Bylaws, as amended from time to time.
  • School Annual: School Annual memberships are open to wushu-kungfu schools that are legally formed business entities and are in good standing in the State or Territory of the United States in which the school is located and conducts its business. A school's owner will receive an individual annual membership and shall have voting privileges for one vote and may serve on committees. In the event that a school is part of a chain or group of schools owned by the same legal business entity or individual, only the legal business entity or individual shall be eligible for School Annual membership. In the event a school or chain of schools is owned by a legal entity other than an individual, the entity shall designate an entity principle or member of the entity's governing board to serve as the entity's representative to USAWKF. School Annual memberships must be renewed every year.
  • School Lifetime: School Lifetime memberships shall be open to wushu-kungfu schools that are legally formed business entities and are in good standing in the State or Territory of the United States in which the school is located and conducts its business. A school's owner shall receive an individual lifetime membership, shall have voting privileges on behalf of the school, and may serve on committees. In the event that a school is part of a chain or group of schools owned by the same legal business entity or individual, only the legal business entity or individual shall be eligible for School Lifetime membership. In the event a school or chain of schools is owned by a legal entity other than an individual, the entity shall designate an entity principle or member of the entity's governing board to serve as the entity's representative to USAWKF.
  • International/Associate Annual: International/Associate Annual memberships shall be open to those individuals outside the U.S. or its territories or to those residing in the U.S. or its territories, but who are not U.S. citizens or who do not have permanent resident status. International/Associate members shall not have voting privileges, nor may they serve in elective office. They may, however, serve on committees. International/Associate Annual memberships must be renewed every year.
  • International/Associate Lifetime: International/Associate Lifetime memberships shall be open to those individuals outside the U.S. or to those residing in the U.S., but who are not U.S. citizens or who do not have permanent resident status. International/Associate members shall not have voting privileges, nor may they serve in elective office. They may, however, serve on committees.
  • Honorary: Honorary memberships may be conferred from time to time by the President and/or the Board of Directors as a way to recognize extraordinary contributions to USAWKF or to the sport of wushu-kungfu in the U.S. Honorary members shall not have voting privileges nor may they serve in elective office. They may, however, serve on committees.

Section 3 - Membership Benefits and Fees: The membership benefits and fees shall be set by the Board of Directors and may be reviewed from time to time and changed as the Board of Directors deems necessary.

Section 4 - Code of Ethical Conduct: The Board of Directors shall adopt a Code of Conduct for members and for participants in competitions sponsored or sanctioned by USAWKF. The Code of Conduct shall include expected standards of behavior and procedures for responding to complaints and disciplinary issues. All members of USAWKF shall at all times act ethically and behave in ways that positively advance the mission and purposes of USAWKF.

ARTICLE IV -- Board of Directors

Section 1: The business and property of USAWKF shall be managed by the Board of Directors.

Section 2 - Qualifications: Except for Athlete Representatives who must be 21 years of age, all candidates for election to the Board of Directors shall be at least 25 years of age, members in good standing of USAWKF for at least two consecutive years prior to their nomination, familiar with the wushu-kungfu sport and tradition and with USAWKF operations, shall be willing to promote USAWKF, and willing to fulfill all the obligations of Board membership. Candidates for the Board of Directors shall be selected without regard to race, color, religion, national origin, gender, or sexual orientation.

Section 3 - Term of Office: Members of the Board of Directors shall be elected for terms of four years including the Athletes' Representatives. The members of the Board of Directors are eligible for reelection.

Section 4 - Composition: The Board of Directors shall be composed of fifteen (15) members, each of whom shall have one (1) vote:

  • The President, the Executive Vice President, the Secretary, and the Treasurer;
  • Eight members-at-large;
  • Three Athlete Representatives from the National Athletes Advisory Council.

Section 5 - Annual Meeting: The Board of Directors shall meet at least once each year at the call of the President. This meeting shall be known as the annual meeting.

Section 6 - Other Meetings: At the call of the President and upon appropriate notice to the entire Board, the Board of Directors may meet and conduct such business as may be necessary.

Section 7 - Quorum: A majority of the current Board of Directors shall constitute the quorum required for conducting business.

Section 8 - Votes: All actions taken by the Board of Directors shall be by majority vote of a quorum of the current Board of Directors unless otherwise provided in these Bylaws or by the parliamentary authority adopted by USAWKF. Except for the annual meeting, meetings may be held and votes taken, when necessary, by telephone, mail, facsimile, e-mail or other means upon which the Board members unanimously agree. In the event of a voting dispute, Maryland state law concerning corporate voting shall apply.

Section 9 - Vacancies: Positions on the Board of Directors that become vacant through resignation, death, removal or other reasons shall be filled with a qualified candidate by a majority vote of the current Board of Directors. Those chosen shall serve out the unexpired portion of the vacated director's term.

Section 10 - Election of Officers: The first meeting of the newly elected Board of Directors shall take place within 45 days after the announcement of the election results by the Nominations and Elections Committee, as set forth in Article V, Section 10 of these Bylaws. At its first meeting, the newly elected Board of Directors shall choose, by majority vote, the officers of the Board. During the period of time between the announcement of the election results by the Nominations and Elections Committee and the first meeting of the newly elected Board of Directors, the previous Board of Directors and officers shall continue in office.

ARTICLE V - Elections of the Board of Directors

Section 1 - Nominations and Elections Committee: The President of the Board of Directors shall appoint the Nominations and Elections Committee subject to the approval of the Board of Directors actively serving on the Board at the time of the appointment. The Committee shall be chaired by a member of the Board, appointed by the President of the Board of Directors, and shall have four additional members who are members in good standing of USAWKF.

Section 2: The Nominations and Elections Committee shall solicit from among eligible members a slate of qualified nominees for the Board of Directors. The Committee shall verify the qualifications of all nominees to serve in office as members of the Board of Directors.

Section 3: The Nominations and Elections Committee shall, at least 90 days prior to an election of the Board of Directors, submit the slate of nominees to the President.

Section 4 - Nominees: All nominees must be fully qualified to serve, shall be willing to serve if elected and shall not have any conflict of interest in serving on the Board.

Section 5 - Conflict of Interest:

  • The Nominations and Elections Committee shall submit any question of possible conflict of interest to the USAWKF Legal Counsel for a written opinion as to whether or not there is a conflict of interest. The opinion must be submitted within 30 days of the receipt of the assignment from the Nominations and Elections Committee. The Nominations and Elections Committee shall have the power to extend the time for the Legal Counsel to submit the report upon written application by the Counsel and a showing of good cause. The Legal Counsel's opinion shall not be binding upon the Committee.
  • Upon consideration of the Legal Counsel's opinion, if the Committee finds there is no conflict of interest, the Committee shall announce the slate of nominees.
  • If the Committee finds there to be a conflict of interest for any nominee, the Committee shall notify the nominee in writing of its finding. The nominee shall have thirty (30) days to respond in writing to the Committee's finding. The Nominations and Elections Committee shall have the power to extend the time for the nominee to respond upon written application by the nominee and a showing of good cause. If the Committee does not receive a written response within 30 days, the nominee shall be stricken from the list of candidates.
  • In the event the Nominations and Elections Committee submits a conflict of interest question to the Legal Counsel, the election shall be suspended pending the resolution of the conflict of interest question as provided for by this section.

Section 6 - Voting: Voting shall be conducted by secret ballot at a time and place and in a manner set by the Committee and consistent with the USAWKF Bylaws. Elections may be held at the annual meeting, at a meeting of the general membership called for that purpose, by mail or by other secure means approved by the Committee.

Section 7 - Qualifications to Vote: Only those with current individual annual, individual lifetime, school annual or school lifetime memberships shall be eligible to vote in an election for the Board of Directors. To be qualified to vote, a person shall be at least 18 years of age and shall have been a member in good standing of USAWKF for at least the twelve (12) consecutive months immediately prior to the election.

Section 8: Each qualified voter shall have one vote. Those members who are members under more than one category of membership shall have only one vote, regardless of the number of classes in which he or she is a member.

Section 9 - Balloting:

  • Each ballot shall include the names of all nominees for election to the Board of Directors. If there are more than twelve nominees, the voter will rank order one through twelve, the twelve candidates for whom the member wishes to vote. Only ballots with twelve rank ordered votes shall be counted. The twelve individuals with the highest numbers of votes shall constitute the elected Board of Directors. In case of a tie vote for the final position on the Board, the tie shall be broken by computing the numerical total of the rankings received. The candidate with the lowest rankings total shall be elected.
  • In the event two or more candidates are tied with the lowest rankings total, the Chair of the Nominations and Elections Committee shall provide written notice of the tie, along with the names of the candidates tied with the lowest rankings total, to the USAWKF President within five (5) days of the date the Nominations and Elections Committee determines there is a tie between two or more candidates with the lowest rankings total. Within ten (10) days of receiving notice of same, the President shall call a special meeting of the current Board of Directors to be held within thirty (30) days of the President's call. The Board of Directors shall vote to break the tie of the candidates with the lowest rankings total by a simple majority vote of the Directors participating in the special meeting.
  • If there are no qualified nominees aside from those solicited by the Nominations and Elections Committee, the ballot shall list the twelve persons nominated by the Committee. The ballot shall ask only for a vote to approve or disapprove the entire slate. If the majority of voters disapprove the slate, new elections shall be set for 90 days from the date of the inconclusive election, and the Nominations and Elections Committee shall solicit a new slate of qualified nominees. The current Board of Directors and officers shall remain in their positions until a new Board is successfully elected.

Section 10 - Voting by Mail: When the voting for an election for the Board of Directors is conducted by mail, ballots shall be sent by first class mail to all eligible voters. The Secretary of USAWKF shall maintain a list of all members to whom ballots are to be mailed. It is each member's responsibility to provide the Secretary of USAWKF with any changes to their membership address. To be counted, ballots must be received at National Headquarters by the close of business on the date indicated on the ballot. That date shall be no fewer than 30 days after the date on which the ballots were initially mailed. Votes shall be counted at National Headquarters by the Nominations and Elections Committee or by such others as the Committee may designate. The results of the election shall be certified by the Secretary of USAWKF. Election results shall be announced no later than two weeks after the due date for the receipt of the ballots.

ARTICLE VI - Officers

Section 1: The officers of the Corporation shall consist of a President, Executive Vice-President, Secretary, and Treasurer.

Section 2 - President: The President shall:

  • be responsible for the general administration of the Corporation, including all fiscal matters.
  • call, organize, and preside over Board of Directors' meetings.
  • call, organize, and preside over meetings of the general membership.
  • be empowered to take any steps deemed necessary to insure the day-to- day operations of the Corporation.
  • see that all orders and resolutions of the Board of Directors are carried into effect.

The President may appoint such special assistants as he/she deems necessary to carry out the work of the Corporation. A candidate for the office of President shall be at least thirty (30) years of age at the time of nomination, an active member of USAWKF in good standing for at least the four (4) consecutive years immediately preceding the date of nomination, and have a working knowledge of the sport and business of wushu-kungfu and USAWKF operations.

In case of the President's death, resignation, removal from office, or inability to discharge the powers and duties of the office of President, the same shall devolve upon the Executive Vice-President until the expiration of the President's term of office.

Section 3 - Executive Vice President: The Executive Vice President shall be at least thirty (30) years of age at the time of nomination, an active member of USAWKF in good standing for at least the four (4) consecutive years immediately preceding the date of nomination, and have a working knowledge of the sport and business of wushu-kungfu and USAWKF operations.

The Executive Vice President shall act as an assistant to the President. In addition, the Executive Vice President shall have and discharge such other duties as the President may from time to time assign.

Section 4 - Secretary: A candidate for the office of Secretary shall be at least twenty five (25) years of age at the time of nomination, an active member of USAWKF in good standing for at least the two (2) consecutive years immediately preceding the date of nomination, and have a working knowledge of the sport and business of wushu-kungfu and USAWKF operations.

The Secretary shall maintain a record of all meetings of the Board of Directors. If the Secretary is unable to attend, the presiding member of the Board shall designate a competent individual, subject to the Board's approval, to record the proceedings. The Secretary shall record all votes and the minutes of all meetings of the Board or Directors and shall make said records available to any member of the Corporation upon request.

The Secretary shall be custodian of the seal of the Corporation and in proper cases affix the seal to instruments. The Secretary shall see that the books, reports, statements and all other documents required by law are properly kept and filed. In addition, The Secretary shall perform such other duties as the President may assign from time to time.

Section 5 - Treasurer: A candidate for the office of Treasurer shall be at least twenty five (25) years of age at the time of nomination, an active member of USAWKF in good standing for at least the two (2) consecutive years immediately preceding the date of nomination, and have a working knowledge of the sport and business of wushu-kungfu and USAWKF operations.

The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all money and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the President. The Treasurer shall disburse the funds of the Corporation in accordance with the directions of the President, taking and preserving proper vouchers for such disbursements, and shall render an account of all transactions and of the financial condition of the Corporation, whenever called upon to do so by the President. In addition, the Treasurer shall perform such other duties as the President may assign from time to time.

ARTICLE VII - Administrative Vice Presidents

Section 1: There shall be four (4) Administrative Vice Presidents, nominated by the President and approved by the current Board of Directors, who shall act as assistants and advisors to the President.

Section 2: The Administrative Vice Presidents shall be assigned responsibility for the following Technical Committee subcommittees: Contemporary Wushu, Traditional, Internal, and Sanshou.

Section 3: The Administrative Vice Presidents shall discharge such other duties as may be assigned by the President.

ARTICLE VIII - Vice Presidents

Section 1: From time to time the President may appoint Vice Presidents to act as special assistants or advisors to the President, subject to the approval of a majority of the Board of Directors.

Section 2: The Vice Presidents shall be assigned responsibilities by the President and shall discharge duties as required. The authority of a Vice President appointed under this Article shall be limited to representing the Corporation in accordance with the specific duties delegated by the President. In no instance shall a Vice President appointed under this Article have the authority, whether real or apparent, to enter into contracts or agreements of any kind on behalf of the Corporation, or to legally or equitably bind or obligate the Corporation to any third party in any manner whatsoever.

ARTICLE IX - The Secretary-General

Section 1: There shall be a Secretary-General, appointed by the President, subject to the approval of a majority of the Board of Directors, who shall act as an assistant and advisor to the President.

Section 2: The Secretary-General shall be eligible to attend all meetings of the Board of Directors and act in an advisory capacity, and shall have the right to make motions and vote only insofar as the Secretary-General may also be a member of the Board of Directors.

ARTICLE X - Counselors

Section 1: There shall be one or more Counselors, who shall serve as the chief legal advisors to USAWKF. The Counselors shall be nominated by the President and approved by the Board of Directors. The Counselors may be removed by a two-thirds majority of the entire Board of Directors notwithstanding any agreement or contract. Any agreement for compensation or reimbursement must be in writing and receive prior approval of the Board of Directors. A Counselor must have graduated from an accredited United States school of law, be admitted to practice in an appropriate jurisdiction and have practiced law for at least three years.

Section 2: The Counselors shall be eligible to attend all meetings of the Board of Directors in an advisory capacity, but shall not have the right to make motions or vote.

Section 3: In advising USAWKF, a Counselor must act in the best interests of USAWKF and not on behalf of any individual member or members of USAWKF or its Board of Directors.

ARTICLE XI - Standing Committees

Section 1 - The Standing Committees: The standing committees of USAWKF shall be as follows: the Nominations and Elections Committee, the Technical Committee, the Membership Committee, and the National Competition Management Committee. Such other non-standing or temporary committees may be established by the President as is necessary to carry out the mission and purposes of USAWKF.

Subject to the approval of the Board of Directors, the President shall appoint all committees of USAWKF, and shall appoint and remove the Chair of each committee. In addition, the President shall be an ex officio member of all committees of USAWKF.

Section 2 - The Nominations and Elections Committee: The Nominations and Elections Committee shall solicit from among eligible members a slate of qualified nominees for the Board of Directors. The Committee shall verify the qualifications of all nominees to serve in office as members of the Board of Directors and conduct elections as outlined in ARTICLE V of these Bylaws.

Section 3 - The Technical Committee: The Technical Committee shall consist of the Administrative Vice Presidents responsible for Contemporary Wushu, Traditional, Internal, and Sanshou. The Committee shall develop rules and standards for the training, competition, judging, and promotion of Contemporary Wushu, Traditional, Internal, and Sanshou.

Section 4 - The Membership Committee: The Membership Committee shall promote and develop membership programs for the USAWKF. Such programs shall include member benefits and services.

Section 5 - The National Competition Management Committee: The National Competition Management Committee shall develop competition plans, processes, and rules to improve the organization and operation of competitions.

ARTICLE XII - The National Athletes Advisory Council (NAAC)

Section 1: The National Athletes Advisory Council (NAAC) shall consist of those individuals who satisfy the definition of Athlete Representative set forth herein and who are interested in serving and advancing the purpose of the Council.

Section 2: Athlete Representatives must be at least 21 years old at the time of their nomination, and be members in good standing for at least two consecutive years prior to their nomination, and shall be elected by those active USAWKF members who have represented the USAWKF in the Olympic Games, Pan American Games, members who are ranked at the USAWKF Nationals, or IWUF World Championships within the previous ten (10) years. Athlete Representatives shall serve for a period of four (4) years, and must maintain an active and current USAWKF membership throughout their period of service. Athlete Representatives may not be drawn from events that categorize entrants in classifications commonly known as "Juniors," "Masters," "Seniors," "Veterans" or other similarly designated age restricted competition.

Section 3: An Annual Meeting of the NAAC shall be held in a location selected by the NAAC chairperson. Meetings of the NAAC may be held in conjunction with meetings of the USAWKF Board of Directors, and at such other times as called by two or more of the Council Officers or a group of at least fifteen individuals eligible to serve on the Council.

Section 4: At the beginning of each Summer Olympic Quadrennium, the NAAC shall elect a chairperson, a vice-chairperson, a secretary and a treasurer of the Council. These Council Officers shall serve for four (4) year terms until their successors shall have been elected and shall qualify, or until their earlier death, resignation or removal.

Section 5: The NAAC shall elect the appropriate number of Athlete Representatives to the USAWKF Board of Directors such that the total number of Athlete Representatives on the Board of Directors shall equal twenty percent (20%) of the total membership of the Board of Directors.

Section 6: One of the purposes of the National Athletes Advisory Council shall be to broaden communication between those participants in the sport of Wushu-Kungfu and to serve as a source of opinion and advice to the Board of Directors, the Officers, and all standing and special committees, including various task forces, of the Corporation.

Section 7 - Athlete Representation on Other Committees: There shall be 20% Athlete member representation on the Federation's committees. Those Athlete Members serving on these committees shall meet the standards detailed in Chapter XXIV, Section 7(C) of the United States Olympic Committee Bylaws, as amended.

ARTICLE XIII - Parliamentary Authority

The most recent edition of Robert's Rules of Order, Newly Revised shall serve as the parliamentary authority for USAWKF and all its meetings and committee proceedings. It shall be used to govern meetings, break tie votes and resolve matters of procedure not addressed by these Bylaws.

ARTICLE XIV - Working Language

The official working language of USAWKF shall be English, which shall be used to conduct all its meetings and prepare all its documents and publications.

ARTICLE XV- National Championships

A national championship competition shall be held every year at a time and place decided by the Board of Directors. The venue for the championships shall be decided with sufficient notice to allow members of USAWKF time to prepare for their participation.

ARTICLE XVI - Amendments to the Bylaws

Any amendment to these Bylaws must be approved by a two-thirds majority of the current Board of Directors. Notice of a proposed amendment to the Bylaws shall be provided to all Board members at least 30 days prior to any meeting at which the amendment will be put to a vote by the Board.

These revised Bylaws were certified as approved on June 24, 2011, and are considered effective on that date.

Carl T. Hyden
Secretary to the Board of Directors
Secretary General