The name of this corporation shall be USATF Snake River Track and Field, hereinafter referred to as this association, this corporation, or SNRTF

As used in these Bylaws and the Operating regulations:

B Athletics means, inclusively, track & field, long distance running, cross country running, road running, race walking and any other sport discipline recognized by the IAAF.

C Athletics competition means a contest, game, meet, match, tournament, or other Athletics event in which eligible athletes compete.

D Club means a local or national organization whose programs involve competitive member athletes, events, and/or education in Athletics.

E Coach means a person who is currently engaging in the training of athletes on an active basis, whether paid or not, and regardless of the extent to which coaching is a part of the person’s vocation, or retired from the vocation of coaching.

F NABR means the National Athletics Board of Review, as established in USATF Operating Regulation 11.

G Sanction means the document which evidences the authority granted by either USATF or an Association to conduct a competition, and which also evidences that the recipient has complied with the requirements of USATF Article 20 and USATF Operating Regulation 14.

H Sports organization means a non-profit corporation, club, federation, union, association, or other group organized in the United States which sponsors or arranges any Athletics competition.

I This geographic area means the State of Idaho south of Idaho County.

J USATF means USA Track and Field, the national governing body.

This non-profit corporation shall act as the governing body (as defined by the Ted Stevens Olympic and Amateur Sports Act of 1998) for Athletics in this geographic area.

A Purposes: This corporation shall have the following purposes:

B Duties: This corporation shall have the following duties:

This corporation shall be the governing body for Athletics in this geographic area, and shall exercise the following powers:

A Representation: Representing this geographic area in USATF.

B Establishment of Association goals: Establishing Association goals and encouraging the attainment of those goals in Athletics.

C Coordination of Athletics: Serving as the coordinating body for activity in Athletics in this geographic area.

D Jurisdiction: Shall have jurisdiction over Athletics competition in this geographic area, including Association championships, with the exception that any sports organization which conducts closed Athletics competition (participation in which is restricted to a specific class of eligible athletes such as high school students, college students, members of the Armed Forces, or similar groups or categories) shall have exclusive jurisdiction over such competition.

E Autonomy: This Association shall be autonomous in its governance of Athletics in this geographic area, in that it shall independently determine and control all matters central to such governance in accordance with the USATF Bylaws and Operating Regulations and these Bylaws and Regulations, it shall not delegate such determination and control, and it shall be free from outside restraint except in recognition of its role as a part of USATF. This provision shall not be construed as preventing this Association from contracting with third parties for administrative assistance and support in connection with its purposes and authority.

A Individuals: Any person who meets the criteria for individual membership as determined by USATF shall be eligible for membership. This includes athletes, officials, coaches, administrators, and any other sets of individuals named by USATF.

B Groups: Any organization that meets the criteria for group membership as determined by USATF shall be eligible for membership. This includes clubs, organizations administering competitions, and any other groups designated by USATF.

C Applications: Application for membership shall be in accordance with the USATF Bylaws and Operating Regulations.

D Suspension and Expulsion: Any individual or group recognized by this Association which violates any of the provisions of these Bylaws or Regulations, USATF Bylaws or Operating Regulations, any operating policy approved by the USATF Board of Directors, or any operating policy approved by this association may be suspended, after due notice and an opportunity to be heard by the body designated to conduct such hearings, until the next meeting of this Association, to which meeting action of suspension shall be reported by the Secretary. At such meeting, the suspension may be rescinded by a majority vote of the members, or such individual or group may be expelled by a two-thirds vote.

The voting body of SNRTF shall consist of:

A Five delegates from each current member group

B Five delegates at large, plus

C Active athletes to comprise at least twenty (20) percent of the total voting body.

No individual may cast more than one vote on any motion or in any election. All voters must be current members of this Association of USATF at the time they are voting.

A Annual meeting: The annual meeting of this Association shall be held in October at such date, time, and place as may be fixed by the Executive Board and announced by requisite notice of such meeting.

B Regular meetings: This Association shall hold quarterly meetings of the membership at such time and place as the executive board shall determine with input from the membership.

C Special meetings: Special meetings of this Association shall be held upon call by the executive board.

D Meeting procedures: The following shall govern the conduct of all meetings of this Association;

E Quorum: At least five individuals representing at least three member groups must be present for the conduct of official Association business.

F Agenda: The order of business for meetings of SNRTF shall be:

1 Attendance: Roll call of delegates;

2 Minutes: Acceptance of the minutes of the previous meeting;

4 Reports: Reports from officers and committee chairs;

6 Amendments: Action on proposed amendments (at annual meeting)

G Rules of order: Roberts Rules of Order (Newly Revised) are the general rules of order unless otherwise provided in these Bylaws.

2 Proxies: There shall be no proxy voting;

1 Voting members: Voting shall be delegated as follows:

1. Panel: A panel of at least two (2) individuals, at least one (1) of whom must be an athlete, shall count the ballots and sign the tally. All panel members shall be of voting age. The panel shall not include any individual who is a candidate for a contested office;

F Committee Chairs:

1 Age and terms: All committee chairs, whether elected or appointed, must be at least 18 years of age and members of the association. Chairs shall be elected or appointed for specific terms which are determined prior to the voting for the position;

2 Election: When requested by two (2) or more member organizations of the Association, sport committee chairs shall be elected. When a sport chair is elected, the election shall take place at a meeting which is held separately from the general elections, either by time or location, and at a minimum, shall be advertised to all member organizations in the Association active in the discipline.

G National Delegates:

1 Election: National delegates shall be elected at the annual meeting; and

2 Plurality: A plurality vote may be accepted for election.

H Majority requirement:

1 Majority: A plurality may not be accepted in the first round except for national delegates; and

2 Run-off candidates: In run-off elections, candidates equal to twice the remaining positions shall be on the ballot.

I Election protests:

1 Operating Regulation 11: Except as indicated below, USATF Operating Regulation 11 shall apply to election grievances. Protests may only be made after the election process is concluded;

2 Panel composition: An NABR panel from a different USATF region shall be appointed to conduct the hearing. All hearings shall be by conference call.

3 Invalidation: The NABR panel shall invalidate an election if it is found that one or more infractions occurred and likely changed the outcome of an election; and

4 Further action: The NABR panel may recommend or require changes for future elections in the Association;

J Employees and elections: Current employees (working within the past ninety days) shall not participate in any part of the elections process (nominations and campaigning), but may vote if they are members and otherwise eligible.

ARTICLE 9

OFFICERS AND THEIR DUTIES

A Positions: The officers of this Association shall be: a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer/Membership Chair. No individual may be an officer of this Association who is also an officer of another sport governing body at the local or national level.

B Duties: The officers shall perform the following duties as well as any other duties prescribed by these Bylaws, the USATF Bylaws or Operating Procedures, or the Board of this Association:

1 President: The President shall:

a Preside at all meetings of SNRTF and its Board;

b be an ex officio non-voting member of all committees;

c Subject to the direction of the Board of this

Association, shall manage and supervise the affairs of this Association; and

d Select committee chairs and other such members that

he or she is entitled to appoint as well as other appointments authorized by these Bylaws after consultation with the other officers. He or she may likewise terminate such appointments for good cause upon written notice to such appointees and the other officers;

2 First Vice President: The First Vice President shall perform duties assigned by the President and Board. In the temporary absence of the President from a Meeting, the First Vice President shall serve as acting chair;

3 Second Vice President: The Second Vice President shall perform duties assigned by the President and Board. In the temporary absence of the President and the First Vice President from a meeting, the Second Vice President shall serve as acting chair;

4 Secretary: The Secretary shall keep or cause to be kept all records of this Association, and all minutes of meetings of this Association and its Board, and, in general shall perform all duties normally pertaining to the office of secretary;

5 Treasurer/Membership Chair: The Treasurer/Membership Chair shall keep or cause to be kept a correct and complete record of account, showing accurately at all times the financial condition of this Association, and, in general, shall perform all duties normally pertaining to the office of treasurer, and shall collect or cause to be collected all memberships for individuals and groups within the Association, and provide liaison to the USATF National Office in all matters of membership, including reporting and disbursement of benefits.

C Election: All officers are to be elected for one year at each annual meeting of the Association. A person may not hold the office of President and any other officer position; however, a person may be named in other dual capacities to fill a vacancy.

D Succession and vacancies: Should the President become incapacitated, the First Vice President would serve as President and the Second Vice President would serve as First Vice President until the next regular election. In the event the Board determines that any other officer is temporarily unable to serve, it may, in its sole discretion, name another officer to fill the vacancy temporarily. In event an officer other than president resigns or is permanently unable to serve, the Board shall name a successor until the following annual meeting.

E Removal from office: Any officer of this Association may be removed for good cause by a two-thirds vote of those members of the Association present and voting at an annual meeting or special meeting called for this purpose, and provided the requisite notice for such a meeting (see Article 8) shall properly set forth the removal vote on its agenda.

ARTICLE 10

EXECUTIVE BOARD

A Composition: The Executive Board shall be composed as follows:

1 Voting members: the voting membership of the Board shall be as follows:

a The officers of this Association (5 persons);

b the chairs of the following sport committees: Men’s Track and Field, Women’s Track and Field, Women’s Long Distance Running, Men’s Long Distance Running, Race Walking, Masters Men, and Masters Women;

c three athlete representatives;

d three parent representatives of age group athletes;

e at least one coach, one certified official and at least that number of eligible athletes which shall constitute twenty percent (20%) of the Board, all of whom must be of voting age and at least one of whom must have participated in international competition for the USA within the last ten (10) years, where available.

2 Chair and Secretary: The President of the Association shall serve as chair and the Secretary as secretary; and

B General provisions:

1 Fiduciary responsibility: The Board shall manage and supervise the affairs of the Association and perform those duties specified in these Bylaws; and

2 Meetings of the Board: The Board may conduct its affairs either at an in-person meeting or by a conference call. It shall hold quarterly in-person meetings during each year as called by the President. Additional meetings may be called by the President or upon the written request of any three (3) members of the Board, and if by the latter group, only after a minimum prior notice

Article 11

COMMITTEES

A Committees: The following are the committees of this association:

Membership

Men’s Track and Field

Women’s Track and Field

Race Walking

Women’s Long Distance Running

Men’s Long Distance Running

Master’s Athletics

Officials Certification

Records

Youth Athletics

Athlete’s Representatives

Master’s Long Distance Running

Cultural Exchange

Sports Medicine

Substance Abuse

Athletics for the Disabled

Coaches Education

B Committee Chairs: The Committee Chairs shall be appointed by and serve terms as determined by the President with the approval of the Board of Directors. The Committee Chairs shall serve as liaison to their respective national committees.

ARTICLE 12

DISCIPLINARY AUTHORITY

This Association shall have the authority to discipline any member, delegate, athlete, coach, manager, official, trainer, member of any committee, and any other person or entity participating in Athletics who, by neglect or by conduct, (i) acts in a manner detrimental to the purposes of USATF or Athletics, or (ii) has violated any of the Bylaws, Operating Regulations, or Rules of Competition of USATF or of the Association, or (iii) has violated the rules of eligibility.

NOTE: Disciplinary and reinstatement procedures: The disciplinary and reinstatement procedures of USATF and its member Associations are set forth in USATF Operating Regulations 11 and 12.

ARTICLE 13

REDRESS OF GRIEVANCES

A Redress of grievances: A grievance may be any matter within the cognizance of this Association other than doping offenses described in USATF Operating Regulation 10. A Grievance Complaint shall state that (i) conduct detrimental to the best interests of Athletics or USATF has taken place, or (ii) a violation of any of the Bylaws or Operating Regulations of USATF has occurred, or (iii) the rules of eligibility as defined by the IAAF have been broken. Grievance Complaints may be filed only by individuals who were, at the time that the conduct complained of occurred, members, directors or officers of USATF. Except as provided in USATF Regulation 11-A-3, Grievance Complaints must be filed within two (2) years from the time the complaining party knew or should have known of the act giving rise to the complaint.

B Grievance Complaints: Grievance Complaints shall (i) be filed with the Association office and the Secretary, (ii) be signed under oath, (iii) allege with particularity the nature of the grievance, and, where appropriate, the USATF or IAAF rule which has been violated or broken, and (iv) ask that USATF take such action as may be appropriate and in accordance with its rules. Factual allegations shall be separately stated in concise language with one such allegation set forth in each numbered paragraph of the Grievance Complaint. The failure of the Complaint to comply with the preceding sentence shall not be grounds for its dismissal, provided the Complaint clearly makes specific allegations that, if proven would justify one of the conclusions set forth in paragraph A above. The Association Office shall forward a copy of each grievance Complaint to the President.

C Informal resolution of grievances: Upon receipt of a Grievance Complaint, the President or his/her designee shall use every effort to resolve the grievance through informal means, and, in the case of grievances pertaining to a specific athlete or a specific sport discipline, the Executive Director shall also confer with the chair of the sport committee for the discipline involved. As part of the informal resolution process, all respondents named in the Grievance complaint shall be served with a copy.

D Formal resolution of grievances: If the informal resolution of the Grievance Complaint is unsatisfactory to any party, such party may invoke the provisions of USATF Regulation 11 and request that the grievance be resolved by a formal grievance proceeding before a National Athletics Board of Review.

NOTE: Procedures and appeals: The procedures applicable to formal grievance proceedings and appeals are set forth in USATF Regulation 11.

ARTICLE 14

SANCTIONS

The general sanction provisions of USATF which affect local Associations appear in this Article. Additional regulations appear in USATF Operating Regulation 14.

A Definitions: The definition of international competition shall apply to this article and the corresponding USATF Operating Regulation 14. International competition means an athletics competition between one or more athletes representing the United States, individually or as a team, and one or more athletes representing a foreign country (i.e., competitions between national teams).

B Domestic Sanctions: USATF or its Associations shall have authority to grant sanctions to sports organizations or persons otherwise wishing to hold athletic competitions in athletics, that are not international in nature, within the United States.

C Sanctioning policy: Unless USATF or an Association determines by clear and convincing evidence that holding or sponsoring an athletics competition (international or domestic) would be detrimental to the best interests of the sport, USATF or the appropriate Association of USATF shall promptly grant a sanction requested by a sports organization or person(s), provided all the requirements of USATF Operating Regulation 14 have been satisfied. The decision as to whether a proposed competition would be detrimental to the best interests of the sport shall be made in the first instance by either USATF or an Association, as appropriate. Approval of sanctions shall not be unreasonably denied. The decision to deny a sanction may be appealed:

1 In the case of a denial by an association, to the USATF, or

2 In the case of a denial by USATF, to the NABR.

D Sanction requirements: Sanctions are issued, withheld, or withdrawn in accordance with the requirements and provisions of USATF Operating Regulation 14.

ARTICLE 15

FISCAL AND LEGAL MATTERS

A Fiscal year: The fiscal year of this Association is November 1 through October 31.

B Depositories: The Association shall, from time to time as necessary, designate depositories for funds, property, and assets belonging to or under the control of USATF.

1 Signatories: Funds on deposit in banks may be withdrawn only by voucher check upon the signatures of the Treasurer and one other of a pool of signatories as designated by the Board. Other assets or property of this Association may be transferred from one depository to another by action of the Board; and

2 Imprest Accounts: The Association may establish separate accounts employing the impress system for the liquidation of obligations requiring prompt payment and for payroll obligations requiring prompt payment, and it may authorize checks to be drawn thereon upon the facsimile of any one(1) officer or employee.

C Bonding: Corporate fidelity bonds may be obtained at the expense of this Association in a form and amount approved by the Board, indemnifying USATF and this Association against losses resulting from infidelity, defalcation, or misappropriation by officers, employees, or agents of funds, property or assets owned by or under control of this Association.

D Indemnification: This Association shall immediately indemnify any person who was or is a party of is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, administrative, or investigative, by reason of the fact that he or she is or was a director, officer, employee, or official representative of this Association against expenses, including attorney’s fees, judgements, fines, and amounts actually and reasonably incurred by him or her in connection with such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of USATF and this Association, and, with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of USATF and this Association.

1 Standards of conduct: Any indemnification under this article shall be made by this Association only as authorized in the specific case upon a determination that the officer, director, employee, or official representative has met the applicable standard of conduct set forth herein. Such determination shall be made by the Board by a majority vote of a quorum consisting of members of the Board who were not parties to such action, suit, or proceeding. If such a quorum is not obtainable, such a determination shall be made either (1) by a majority vote of the full Board pursuant to opinion of independent legal counsel or (2) by the members of this Association at the next meeting.

2 Expenses: Expenses, including attorney’s fees, incurred in defending a civil action, suit, or proceeding may be paid by this Association in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided above upon receipt of an undertaking by or on behalf of the director, officer, employee, or official representative to repay such amount unless it shall be ultimately determined that he or she is entitled to be indemnified by this Association; and

3 Applicability: The indemnification provided by this section shall not be deemed exclusive of any other rights to which the director, officer, employee, or official representative may be entitled under bylaw, agreement, vote of the membership, or disinterested directors or otherwise. The indemnification provided by this section shall continue as to a person who has ceased to be a director, officer, employee or official representative and shall inure to the benefit of the heirs, executors, and administrators of such a person.

E Liability Insurance: This Association shall secure comprehensive liability insurance coverage, including insurance for athlete/participant injury liability.

F Audit schedule: The Board, effective at the beginning of each fiscal year, may select an accountant to audit the books and financial records of this Association for the ensuing year. After completing the audit, the auditor may submit his or her report to the Board, and as soon thereafter as reasonably possible, a copy of such audit report shall be available for each member of this Association and sent to the USATF National Office before the next annual meeting.

G Legal counsel:

1 Counsel to the Board: The Counsel to this Association shall be appointed by the President with the approval of the Board. The Counsel to the Board shall be responsible for overseeing the legal affairs of this Association and shall be available to advise and consult with the officers and other agents of this Association, render legal advice and assistance, and perform such other duties as the President or the Board may request. The Counsel to the Board shall have the right to the floor at any meeting of the Association, its Board, and its committees to comment on legal matters. The files, records, and documents created by the Counsel to the Board during the course of duties for the Association shall belong to the Association; and

2 Special Legal Counsel: On those occasions when the nature or scope of a particular matter requires expertise or a commitment of time, or cannot otherwise be adequately dealt with in the ordinary course by the General Counsel, and it appears to be in the best interests of this Association, the Board may authorize the President, in consultation with the Counsel to the Board, to retain Special Legal Counsel. Where prior authorization by the Board is impractical, The President, in consultation with the Counsel to the Board, may in the best interests of USATF and this Association retain such Special Legal Counsel. All agreements with Special Legal Counsel as to legal services to be rendered and the fees and compensation to be paid shall be in writing and executed in accordance with this paragraph.

H Contracts: Contracts not in the ordinary course of affairs of this Association, shall be examined and approved for form by the Counsel to the Board or by the Special legal Counsel of the Association, prior to execution. The contents of all contracts affecting sport committees shall, during their negotiation phase, be communicated to the appropriate committee(s). Unless otherwise directed by the Board, all written contracts shall be executed on behalf of this Association by the President (or another officer designated by the President) and, if required, attested to by the Secretary.

I Arbitration: This Association agrees to submit 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, as provided for in Paragraph 395, Subchapter II, Chapter 17 of Title 36 (page 93) of the United States Code, or in any controversy involving the opportunity of any athlete, coach, trainer, manages, administrator, or official to participate in Athletics competition, as provided for in the constitution and bylaws of the USOC.

J Conflict of interest: Any individual representing this Association, or who has a financial arrangement with USATF of this Association or who is an employee of this Association or of its Associations, or who is a member of any of its committees, shall not participate in the evaluation or approval of a contract with a supplier to furnish goods or provide services to USATF or This Association, if that individual directly or indirectly benefits financially, or otherwise receives any form of compensation from, or has any interest in, any supplier under consideration. The Board may require that such individuals disclose all financial interests that may influence the performance of their duties for USATF or this Association. Each individual referred to in the first sentence of this paragraph shall, upon learning that this Association is proposing to enter into an arrangement in which he or she has financial interest, promptly notify the Secretary in writing of the existence of such interest, and the Secretary shall, in turn, promptly disclose such interest to such bodies of USATF involved in considering entry into the arrangement. In the event of a violation of this provision, the Association shall have the right to recover such benefit or payment and to void the contract or transaction.

ARTICLE 16

DISSOLUTION

Upon the dissolution of the corporation, the Board shall, after paying or making provisions for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the corporation in such a manner, or to such organization or organizations, organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine.

ARTICLE 17

SAVING CLAUSE

Failure of literal or complete compliance with provisions of the Bylaws in respect to dates and times of notice, or the sending or receipt of the same, or errors in phraseology of notice proposals, which in the judgment of the members at meetings held do not cause substantial injury to the rights of members, shall not invalidate the actions or proceedings of the members at any meeting.

ARTICLE 18

AMENDMENTS

A General provisions: Amendments shall be considered by this Association as follows:

1 Voting for bylaws approval: Amendments to the bylaws shall require for passage a two-thirds vote of those members present and voting at the meeting, provided notice of the proposed amendment has been submitted in writing to the members of the association at least twenty (20) days prior to the meeting; and

2 Voting for other regulations approval: Amendments to the other regulations shall require a majority vote of members present and voting, provided notice of the proposed amendment has been submitted in writing to the members of the association at least twenty (20) days prior to the meeting.

B Exceptions: Notwithstanding Paragraph A above, amendments may be considered at any meeting of the Association in any of the following circumstances:

1. Tabled amendments: Tabled amendments may be acted upon at any

subsequent meeting without redistribution of the proposal;

2. Conformity with the Law: To make the bylaws or other regulations conform with federal or local law or regulation;
3. Conformity with USATF: To make the Bylaws or other regulations

conform with USATF requirements; and

4. Uniformity: To make the bylaws and other regulations conform