The name of the corporation is “International Unicycling Federation, Inc.” The principal office of the corporation shall be in the Town of Hempstead, County of Nassau, State of New York. the corporation may also have offices at such other places within or without this state as the board may from time to time determine or the business of the corporation may require.
The purposes for which this corporation has been organized are as follows:
To foster awareness of and participation in unicycling as a sport and means of recreation among people of all nations through the organization of international conventions and the development of national unicycling organizations, to promote voluntary international standards for competition toward the achievement of Olympic status for the sport of unicycling; also, to disseminate knowledge and information on all phases of the sport to all interested parties via a newsletter and information service.
Qualification for membership to the corporation consists of a general interest in the sport of unicycling. All persons of all nations are welcome to become members of the International Unicycling Federation, Inc. The corporation is a nonvoting membership; there are no voting members of the corporation with the exception of the members which are also Directors of the corporation.
There will be a nominal fee for membership which will be determined annually by the Board of Directors. This fee will entitle members to those privileges delineated by the governing body of the corporation.
The corporation shall be managed by the board of directors which shall consist of not less than three directors.
Directors shall normally be elected at the annual meeting of the corporation by a majority vote of the directors then serving in office. Candidates for board membership shall be nominated for office by a nominating committee. Directors shall be elected to office for a term of three years, or until their successors are duly elected and qualified, except in the case of their earlier death, resignation or removal from office. The elected directors shall be divided into three classes to provide for the election of one-third of the elected directors at each annual meeting of the board.
The number of directors may be increased or decreased by vote of a majority of all of the directors. No decrease in number of directors shall shorten the term of any incumbent director.
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason may be filled by a vote of a majority of the directors then in office, although less than a quorum exists, unless otherwise provided in the articles of incorporation.
Any director may resign by giving written notice to the board or to the president or secretary of the corporation. Such resignation shall take effect at the time specified in such notice and the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed, with or without cause, by a two-thirds vote of all of the directors then serving in office.
The annual meeting of the corporation shall be held during the month of March each year, or on such date as may be fixed by the board of directors.
The frequency and dates of regular meetings of the board of directors shall be fixed by the board of directors, normally at its annual meeting.
Special meetings of the corporation may be called at any time by the directors, and shall be called by the secretary upon written request, stating the purpose of the proposed meeting. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.
The board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.
Regular meetings of the board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the board shall be held upon notice to the directors and may be called by the president upon three days notice to each director either personally or by mail or by wire. Notice of a meeting need not to be given to any director who submits a waiver of notice whether before or after the meeting who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him. A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment, and, unless such time and place are announced at the meeting, to the other directors.
A majority of the directors then serving in office shall constitute a quorum for all meetings of the board of directors. In the absence of a quorum, a majority of the directors present may, without giving notice other than announcement at the meeting, adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
At any meeting of the directors, every voting director present in person at such meeting shall be entitled to one vote, and except as otherwise provided by law or by these by-laws, the act of a majority of the directors present in person at any meeting at which a quorum is present shall be the act of the directors.
Subject to the conditions of Article IX.2.4 The board may delegate voting to the IUF Representative Committee
At all meetings of the board the president, or in his absence, a chairman chosen by the board shall preside.
The board, by resolution adopted by a majority of the entire board, may establish an executive committee, a nominating committee, and may from time to time appoint such other standing or special committees as it may seem desirable, and shall provide for their powers and duties. Each such committee shall have power to the extend delegated to it by the board and in accordance with the laws of the State of New York.
The board may elect or appoint a president, one or more vice-presidents, a secretary and a treasurer, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. All officers shall be elected or appointed to hold office until the annual meeting of the board. Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.
Any officer elected or appointed by the board may be removed with or without cause. In the event of the death, resignation or removal of an officer, the board may elect or appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of president and secretary. Vacancies among the officers, however arising, shall be filled by a majority vote of directors present at any regular or special meeting of the board at which there is a quorum present.
The president shall preside at all meetings of the board and shall see that all orders and resolutions of the board are carried into effect. He shall generally do and perform all acts incident to the office of president, and shall have additional powers and duties as may from time to time be assigned by the board.
During the absence or disability of the president, the vice-president, or if there are more than one, the executive vice-president, shall have all the powers and functions of the president. Each vice-president shall perform such other duties as the board shall prescribe.
The treasurer shall have the care and custody of all of the funds and securities of the corporation, and shall deposit said funds in the name of the corporation in such bank or trust company as the directors may elect; he shall, when duly authorized by the board of directors, sign and execute all contracts in the name of the corporation; he shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the board of directors; he shall at all reasonable times exhibit his books and accounts to any director of the corporation upon application at the office of the corporation during ordinary business hours. At the end of each corporate year, he shall have an audit of the accounts of the corporation made by a committee appointed by the president, and shall present such audit in writing at the annual meeting of the board, at which time he shall also present an annual report setting forth in full the financial condition of the corporation.
The secretary shall keep the minutes of the board of directors and shall see that minutes of the meetings of the board are distributed promptly to all members of the board. He shall have the custody of the seal of the corporation and shall affix and attest the same to documents when duly authorized by the board of
directors. He shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board of directors may direct; he shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his office.
In case the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surity or surities as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.
The board of directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the corporation and the year of its incorporation.
The by-laws may be adopted, amended or repealed in whole or in part at any duly organized meeting of the board of directors of the corporation, by two-thirds majority vote of the directors then serving in office. Any proposal to amend these by-laws shall be included with the notice of the meeting at which the amendment is proposed. If there be any conflict between the provisions of the articles of incorporation and these by-laws, the provisions of the articles of incorporation shall govern.
There shall be three categories of IUF representative
IX.2.1: An IUF Representative may represent:
IX.2.2: To receive an IUF representative an organisation should apply to the IUF including the following details.
IX.2.3: A majority vote within the IUF Executive Board shall determine whether a representative position will be created.
IX.2.4: IUF Representatives shall be able to vote on all IUF proposals (including ratification of the rulebook and bylaws) except for approving other IUF Representatives and any other votes concerning voting in or removing IUF Executive Board. If a proposal is put forth and it is unclear if the IUF Representatives should be able to vote, the IUF President will determine if the IUF Representatives can vote.
IX.2.5: For any votes that involve IUF Representatives:
IX.2.6: The duties of a IUF Representatives are:
IX.2.7: IUF Representatives shall be appointed by the leaders of their various organizations and approved by a majority vote by the IUF Executive Board.
IX.2.8: An IUF Representative shall have a two-year term. IUF Representatives’ term will need to be re-approved on January 1 on even years by the IUF Executive Board. All IUF Representatives need to be re-approved regardless of the time they have served.
IX.2.9: The IUF Executive Board could add or remove an IUF Representative position by a majority vote.
IX.2.10: A unicycle organization can remove their IUF Representative and have him/her replaced at any time. The new IUF Representative will then need to be approved by the IUF Executive Board.
IX.2.11: A member of the IUF Executive Board cannot be an IUF Representative.
IX.2.12: The IUF Representative could use titles such as “IUF Representative for Germany” or “IUF Representative for the German Hockey League”.
An IUF Regional Representative shall promoteunicycling in a geographic area of the world.
The duties of the IUF Regional Representative are:
IX.3.1: The IUF Regional Representative only would work in areas or countries where there is no IUF Representative.
IX.3.2: The IUF Regional Representative shall not have any voting power.
IX.3.3: IUF Regional Representatives shall be appointed by a majority vote by the IUF Executive Board.
IX.3.4: IUF Regional Representative’s term shall be re-approved every year on every January 1 by the IUF Executive Board. All IUF Regional Representatives’ shall be re-approved regardless of the time they have served.
IX.3.5: The IUF Executive Board can add or remove an IUF Regional Representative position by a majority vote.
IX.3.6: A member of the IUF Executive Board cannot be an IUF Regional Representative.
IX.3.7: As titles in many parts of the world can indicate the stature of an individual, the IUF Regional Representative can be more flexible in choosing their working title. Examples of titles that would be acceptable to use would be “IUF Regional Director for Asia” or “IUF Director for Asia”. Titles to be used shall be approved by a majority vote of the IUF Executive Board.