North Carolina Amateur Wrestling Association
Incorporated February 18, 1999 in North Carolina
Amended Sep 12, 1999, Amended Feb 6, 2000, Amended Sep 10, 2000, Amended Sep 8, 2002, Amended Aug 25, 2007, Amended Sept. 10 2011
1. Corporate Identity
1.1 Name. The name of the corporation shall be the North Carolina Amateur Wrestling Association. In addition to the formal name, the corporation may conduct its affairs under such names, symbols and images as may be approved by its Board of Directors, including without limitation:
1.1.1 NCUSA Wrestling
1.2 Principal Office. The principal office of the corporation shall be located in the State of North Carolina. The corporation may have such offices as the Board of Directors may determine from time to time.
1.3 Registered Agent. The corporation shall appoint and continuously maintain, at an address within the State of North Carolina, a registered agent upon whom service of process may be made.
1.4 Purpose. The North Carolina Amateur Wrestling Association, as the State Association of the National Governing Body for Wrestling, shall responsibly advocate, promote, coordinate, and provide opportunities for amateur wrestlers to achieve their full human and athletic potential.
1.5 Corporate Identity. The North Carolina Amateur Wrestling Association shall be organized as a non-profit corporation within the definition of the Internal Revenue Code § 501 (c) (3), as amended.
1.6 Affiliation. The North Carolina Amateur Wrestling Association shall affiliate with the United States of America Wrestling Association, Inc (USA Wrestling, USAW) and other organizations consistent with and subject to USAW affiliation.
2. Composition of the Corporation
2.1 The corporation's membership shall include opportunity for individuals and groups to associate with the corporation, as herein specified.
2.2 Membership Classes.
2.2.1 Club. Club membership in the corporation shall be open to any wrestling club in NC chartered with USA Wrestling and in good standing with the United States Wrestling Association, Inc and with the North Carolina Amateur Wrestling Association.
2.2.2 Individual. Membership is available to anyone in good standing with the United States Wrestling Association, Inc (USA Wrestling or USAW), the United States Wrestling Officials Association (USWOA) or the North Carolina Amateur Wrestling Association (NC USA Wrestling).
2.2.3 Groups, Associations and others as determined by the NC USA Wrestling Board of Directors.
2.3 Acceptance of Membership. Any club or individual which meets the requirements for membership set forth in the By-Law, Policy and Procedures of NC USA Wresting and USA Wrestling shall, upon proper written application and payment of applicable dues, be entitled to acceptance as a member of the corporation.
2.4 Applications for individual membership shall be application for membership in the United States of America Wrestling Association Inc. or the United States of America Wrestling Officials Association, Inc. and in such form and on such terms as may be determined by the Board, and may be accepted in conformity with the procedures established for membership registrations by the corporation.
2.5 Applications for each class of membership in the corporation shall constitute an understanding and agreement that, as a condition to acceptance and maintaining membership, the member agrees to be bound by and observe all applicable provisions of North Carolina Amateur Wrestling Association By-Law, policy, Procedure and operating rules and USA Wrestling By-Law, policy and operating rules.
2.6 No individual shall be denied membership in the corporation, nor shall any representative of any Institutional or Club member be refused recognition, because of race, color, religion, sex, handicap, age, or national origin.
2.7 Suspension or Termination of Membership. Any member may be suspended or have their membership in the corporation terminated for violation of these By-Laws or any rules, policies or procedures of the corporation, in the following manner. The member shall be given reasonable prior written notice of the proposed suspension or termination and the reasons therefore. Written notice must be given by first-class or certified mail sent to the last address of the member shown on the corporation’s records. The member shall have an opportunity to be heard by the Board of Directors at its next scheduled meeting before a suspension or the Board of Directors imposes termination. However, between meetings of the Board of Directors, the Executive Committee may conduct the hearing on an expedited basis if it is determined by the State Chairman that an expedited hearing is warranted under the circumstances. Any member who is suspended or has their membership terminated is liable to the corporation for dues, assessments or fees incurred or commitments made prior to suspension or termination.
3.1 Action in Writing. The Board of Directors and the Executive Committee may, in lieu of taking action at a meeting, act by written consent. 75% of the members must agree to taking action in writing versus action at a meeting. "Quorum and Voting" then shall apply to all actions taken by mail ballot. Notice of Action in Writing must be by surface mail or email with recipient acknowledgement to each member.
3.2 Quorum. A quorum shall consist of a majority, but if less than a quorum is present, those present shall adjourn the meeting without further notice.
Vacant Board seats shall not be counted toward determination of a quorum of the Board of Directors.
3.3 Voting: Unless otherwise provided herein, all action shall be by a majority vote of those present and voting, a quorum being present.
3.3.1 No voting by proxy shall be permitted.
3.3.2 Each Board Member shall be entitled to one vote.
3.4 Majority is the whole number above 50% of the number eligible to vote.
3.5 Term. The Term is two years, that being from the Annual meeting to the end of the Annual meeting two years later.
3.5.1 Approximately one half of the Board of Directors shall be elected in Even Years and the other half in odd years.
3.5.2 Approximately one half of the Executive Committee shall be elected in Even Years and the other half in odd years.
3.5.3 A term ends before two years have passed, and a vacancy declared if:
18.104.22.168 Relocation: The member ceases to be a resident of North Carolina or
22.214.171.124 Resignation: The member resigns in writing to the State Chairman. or
126.96.36.199 Missed Meeting: The member misses two consecutive meetings provided the meetings were held over more than 60 days, or
188.8.131.52.1 provided such meetings were properly and reasonably called,
184.108.40.206.2 whether such meetings were held at a location, by telephone conference call, or combination thereof.
220.127.116.11.3 Consecutive Meetings can include Annual, Board, Executive Committee, Standing Committee and other Committees
18.104.22.168 Crime: The member is convicted of a criminal act.
22.214.171.124 Misconduct: The Executive Committee finds the member willingly and knowingly engaged in conduct, which was damaging to the Corporation.
3.6 Vacancies. If a vacancy shall occur in any office, Chairmanship or At-Large seat the Executive Committee may elect a successor for the remainder of the unexpired term.
4. Board of Directors
4.1 Powers. The Board of Directors shall be the principal governing body of the corporation, and shall be responsible for managing the affairs of the corporation. It shall be responsible for exercise by the corporation of the duties of a State Association of the United States Wrestling Association, Inc.
4.1.1 The budget for a fiscal period shall be approved by a majority of the Board of Directors unless the Board grants authorization to the Executive Committee.
4.2 Annual Meeting. The Annual Meeting of the Corporation shall be the first Sunday after the Labor Day Holiday Monday in September unless the date is changed by the Executive Committee.
4.3 Composition of the Board of Directors
126.96.36.199 All persons on the Board must be current members of either the United States of America Wrestling Association, Inc or the United States of America Wrestling Officials Association, Inc.
188.8.131.52. Each Board member must be a resident of North Carolina. (Resident is defined as having a valid NC address and residing at that address for at least 51% of the year.)
184.108.40.206 A Board member may hold only one seat on the Board at the same time. When the same individual is in more than one seat, prior seat(s) become vacant.
220.127.116.11 Any and all representatives to the Board of Directors must be designated prior to the Annual Board Meeting of the Corporation, or whenever a change takes place.
4.3.2 Members of the Board
18.104.22.168 Council Representatives
22.214.171.124.1 Coaches Council Representative
126.96.36.199.2 Officials Council Representative
188.8.131.52.3 Clubs Council Representatives
184.108.40.206 Six members at Large elected by the Board
220.127.116.11 Six members at Large elected by the Individual Membership
18.104.22.168 Immediate Past State Chairman shall be filled by that individual who most recently completed a term as State Chairman.
22.214.171.124.1 In the event there is no Immediate Past State Chairman, the seat shall be declared vacant.
126.96.36.199.2 In the event an Immediate Past State Chairman is elected to another board seat, resigns or is unable to serve, the seat of Immediate Past State Chair shall be declared vacant.
188.8.131.52.3. In the event a State Chairman resigns or is removed from office, such individual shall not become Immediate Past State Chair; but the then-sitting Immediate Past State Chair shall continue in such capacity until such time as a duly elected State Chair fulfills his term of office.
184.108.40.206.4 Any Board member who succeeds to the position of Acting State Chair by the provisions contained in Section 3.6 shall not become Immediate Past State Chair, unless the individual serves as Acting State Chair for one year or more.
220.127.116.11.5 Not with standing the provisions of Section 3.6 (Vacancies on the Board), a vacancy in the office of Immediate Past State Chairman shall not be be filled. The seat reserved for Immediate Past State Chair shall not be counted toward determination of a quorum of the Board if such seat is vacant.
18.104.22.168Honorary members, if any, shall be seated as non-voting members of the Board of Directors. Honorary members are not eligible for Executive Committee positions.
22.214.171.124.1 American members living in NC of the FILA Bureau shall be seated,
126.96.36.199.2 American members living in NC of the Board of Directors of USA Wrestling.
188.8.131.52.3 American members living in NC of the Board of Directors of US Wrestling Officials Association.
184.108.40.206.4 Institutional Members as invited by the Board of Directors
220.127.116.11.5 Additional individuals or groups as invited by the Board of Directors.
4.4 Meetings. The Board of Directors shall meet at least twice annually. For the purpose of these By-Laws, the meetings are referenced as the Annual and Winter Board meeting, but the Board may determine the timing for meetings according to its schedule and agenda.
4.4.1 Special meetings of the Board shall be held upon call of the State Chairman or the Executive Committee, or upon the written request of not less than twenty-five percent (25%) of the Directors. Such meetings shall be held at such time and at such place as shall be specified in the notice of meeting.
4.4.2 Notice of a meeting of the Board of Directors shall be sent to each Director in writing, by mail, facsimile, or email with recipient acknowledgement, no less than thirty (30) days in advance of a scheduled meeting, and no less than fifteen (15) days in advance of a special meeting.
4.4.3 Meetings of the Board of Directors shall be open to the public unless the Board votes to meet in closed session.
4.5 Conflicts of Interest. No member of the corporation's Board of Directors or Executive Committee shall participate in the discussion concerning, or vote on, any action from which the member or any organization in which the member is materially interested or may directly or indirectly derive any material benefit. A violation of this rule by a member of the Board of Directors or Executive Committee shall not invalidate the action taken by the Board or committee if, following disclosure of the adverse interest of such member, the Board or committee authorizes, ratifies or approves the action by a vote sufficient for the purpose, without counting the vote of such member.
5. Executive Committee
5.1 Authority. An Executive Committee of the Board of Directors shall, consistent with the policies established by the Board, exercise the powers and perform the duties of the Board between meetings of the Board. The Executive Committee shall review on a regular basis, and may alter by a majority of its members, the approved budget for the corporation's programs.
5.2 Composition. The Executive Committee shall consist of individuals, namely:
5.2.1 Officers of the corporation.
5.2.2 Three At-Large positions, which shall perform duties as assigned by the Board of Directors or the State Chair.
5.2.3 Officials Director
5.3 Meetings. Meetings of the Executive Committee shall be held not less often than quarterly, on call by the State Chairman, or at the request of one-third of the members of the Committee. Meetings shall be held at such time and at such location as specified in the notice of the meeting. Notice of a meeting of the Committee shall be sent to each member thereof in writing, by mail facsimile, or email with recipient acknowledgement, at least seven (7) days in advance of such meeting.
5.4 Conference Telephone Call. The Executive Committee may act by conference telephone call, as long as at least two-thirds of the members of the Committee participate. Notice of the conference call shall be to each member. If notice is in writing, postmark four (4) days before the call is deemed to have fulfilled this requirement. If notice is by telephone, actual contact must be made with each Executive Committee member.
5.5 Minutes of Meetings. Minutes of each Executive Committee meeting or conference call shall be sent to each member of the Board of Directors in a timely manner.
5.6 Committee Rules. The Provisions of Quorum and Voting shall be applicable to the Executive Committee.
5.7 Savings Account: To use either the income or principal requires a 75% vote of the Executive Committee over two consecutive meetings.
6.1 Officers of the Corporation are elected by and from the Board of Directors and retain their seat on the Board while serving as an officer.
6.2 Selection and Tenure.
6.2.1 The State Chairman, Vice-Chairman, Secretary and Treasurer each shall be elected by the Board.and from the board.
6.2.2 Any officer of the corporation may be removed from office, provided that the officer is afforded a reasonable opportunity for a hearing before the entire Board, and further, that any vote for removal of the individual from office is approved by no less than two-thirds of the Board of Directors eligible to vote.
6.3 Duties. The duties of the officers shall be as follows.
6.3.1 The State Chairman shall preside at all meetings of the Board and the Executive Committee, shall conduct elections and shall be the principal representative of the corporation to the United States Wrestling Association, Inc. He shall perform such other duties as may be assigned by the Board.
6.3.2 The Vice-Chairman shall perform such duties as may be assigned by the Board, Executive Committee or State Chairman. In the absence of the State Chairman, the Vice-Chairman shall preside at meetings.
6.3.3. The Secretary shall cause minutes to be kept of Board and Executive Committee meetings, shall maintain attendance lists of Board and Executive Committee members and shall perform such other duties as may be assigned by the Board.
6.3.4 The Treasurer shall cause financial records to be kept, propose a budget, file reports with appropriate agencies in a timely manner and supervise the financial operations of the Corporation. The Treasurer is a member of the Finance Committee.
7. Committees of the Board
7.1 Committees Generally.
7.1.1 All members of all committees must be members of USA Wrestling or USWOA.
7.1.2 Except for those committee positions filled by virtue of office or requirements set forth below, committee Chairmanship shall be filled by the methods appearing in "Elections".
7.1.3 The State Chairman appoints committee members other than committee chairman.
7.1.4 Sub-Committees: Each Committee may form such sub-committees as approved by the State Chairman or Executive Committee or Board provided that a member of the Committee from which it is formed chairs each sub-committee. Sub-Committees automatically expire at the end of the Membership year formed.
7.1.5 The Missed Meeting Rule shall apply to committees.
7.1.6 The State Chairman shall serve as a member of all committees of the Board.
7.1.7 Except where specifically provided elsewhere in these By-Laws, the State Chairman shall select the Chairman of a committee.
7.1.8 The Board may create committees from time to time by majority vote as matters of ordinary business. These are not Standing Committees.
7.1.9 A member may Chair more than one Committee but has but one vote on the Board of Directors or the Executive Committee.
7.1.10 Should a committee be formed, each standing committee shall consist of no less than three members. Non-Standing Committees may have as few as one member.
8.1 Notification and Nomination
8.1.1 Prior to the Annual Meeting members shall be notified of the meeting.
8.1.2 A candidate for nomination is an eligible voter who offers their name for a specific position or several positions. This offer is a "First" for nomination. To be placed into nomination there must be a second from the floor.
18.104.22.168 Candidates must be eligible voters.
22.214.171.124 Candidates must accept the nomination directly to the Secretary or State Chairman.
126.96.36.199 No limit shall be placed on how frequently an individual is nominated.
188.8.131.52 Nomination in writing prior to the meeting shall be received a minimum of two weeks prior to the meeting, and should include a confirmation to serve if elected.
184.108.40.206 Nominations from the floor require the presence of the nominee and those making the nomination.
8.1.3 The Secretary shall inform candidates of the results of an election.
8.2 Method of Election.
8.2.1 Elections are determined by majority.
8.2.2 The election meeting may be observed by candidates and other members of the corporation.
8.2.3. Eligible Voters: Residents of North Carolina who are members of US Wrestling Officials Association or a USA Wrestling Coach or a USA Wrestling Senior Division Wrestler may vote at the Annual Meeting.
220.127.116.11 For voting purposes membership is defined as purchased in the membership year prior to the election unless the election is six months into the membership year.
18.104.22.168 For voting purposes membership must be current on the day the election is held.
8.2.4 The State Chairman or a person appointed by the State Chairman shall conduct elections.
22.214.171.124 If there is no designee or if the State Chairman is a candidate, elections will be conducted by available and willing persons in this order:
126.96.36.199.4 Past State Chairman
8.2.5 Vote will be by secret ballot, each voter gets one vote per round of balloting for each position.
188.8.131.52 A candidate receiving a majority of votes will be declared the winner.
184.108.40.206 If a majority is not determined then a runoff vote will be conducted between the top two vote getters.
220.127.116.11.1 If there is a tie for second place for the run off then all tied candidates will be included in the run off.
18.104.22.168 If a majority is not determined after the run off, then the top vote getter from the run off will be declared the winner.
8.3 Order of Election
8.3.1. Even Years
22.214.171.124 Members At Large elected by Membership to the Board of Directors
126.96.36.199.1 Member at Large #1
188.8.131.52.2 Member at Large #2
184.108.40.206.3 Member at Large #3
220.127.116.11.4 Member at Large #4
18.104.22.168 Members At Large elected by the Board of Directors to the Board of Directors
22.214.171.124.1 Member at Large # 1
126.96.36.199.2 Member at Large # 2
188.8.131.52.3 Member at Large # 3
184.108.40.206.4 Member at Large # 4
220.127.116.11 To the Executive Committee by the Board of Directors from the Board of Directors
18.104.22.168.1 State Chairman
22.214.171.124.3. Executive Committee Member at Large #1
126.96.36.199.4. Executive Committee Member at Large #2
8.3.2 Odd Years
188.8.131.52 Prior to the annual meeting councils shall be formed for the purpose of electing representatives to the board and to hear comments and input from council members.
184.108.40.206.1. Coaches’ council will consist of NCUSAW members holding USAW coaches cards. The council will first elect a USAW coach certified Bronze or higher, then hear comments from coaches.
220.127.116.11.2 Officials’ council will consist of USOWA members meeting NC residency requirements. The council will first elect a member of the USWOA rated 1C or higher, then hear comments from officials.
18.104.22.168.3 Clubs council will consist of duly authorized members of each NCUSAW chartered club for the current or previous year. This authorization must be on file with the secretary at least 2 weeks prior to the council meeting.
22.214.171.124.3.1 Each club is only allowed 1 vote.
126.96.36.199.3.2 Clubs will first elect a member of the club council to the NCUSAW board, then hear comments from the club representatives.
188.8.131.52 Members at Large elected by Membership to the Board of Directors
184.108.40.206.1 Member at Large #1
220.127.116.11.2 Member at Large #2
18.104.22.168 Members At Large elected by Board to the Board of Directors
22.214.171.124.1 Member at Large #1
126.96.36.199.2 Member at Large #2
188.8.131.52 To the Executive Committee by the Board of Directors from the Board of Directors
184.108.40.206.1 Executive Committee Member at Large #3
220.127.116.11.2 Executive Committee Member at Large #4
8.4 Election by the Membership to the Board of Directors
8.4.1 All Voting will be conducted on the day and at the site of the Annual Meeting.
8.4.2 Any eligible voter of the corporation may nominate himself or other eligible voters of the corporation.
8.5 Election by the Board of At-Large and Officers
8.5.1 Those members of the Board of Directors eligible to vote shall be those constituting the Board of Directors at the start of a Board meeting. The right of a Board member to vote in an election shall continue through all elections until the meeting is adjourned.
8.5.2 Officers and Executive Committee At Large positions are elected by and from the Board of Directors.
8.5.3 Elections shall be held at the Organizational Board Meeting usually immediately following the Annual Membership meeting.
8.5.4 Officers must be eligible voters and NC residents for at least one full membership year prior to election.
8.5.5 Candidates elected shall assume their duties and begin their terms at the conclusion of the Board meeting at which they were elected.
8.5.6 Should the State Chairman and / or the Treasure’s board seat expire before their Executive Committee term, then they may serve on the Board until their Executive Committee office term expires.
9.1 The corporation may employ personnel, as it shall determine to be in the interest of the corporation.
9.2 The Executive Committee shall be responsible for doing an annual evaluation of any hired personnel and of each contract holder, independent contractor, and to hire and remove any people or contractual services, verbal or written.
9.3 No employee of the corporation shall serve as a member of the Board of Directors, nor shall any employee serve any committee of the Board of Directors other than as a non-voting staff liaison.
10. Internal Grievance Procedure
10.1 Grievance. Any member of the corporation may file a written grievance with the State Chairman or Secretary pertaining to any matter within the cognizance of the corporation.
10.2 Terms. Any grievance shall be signed and include an affirmation of the truthfulness of the grievance, and shall allege with particularity the nature of the grievance.
10.3 Referral of Grievance. Upon receipt of a grievance, the State Chairman shall inform the Board of Directors or Executive Committee. The State Chairman shall make an effort to resolve the grievance himself, through informal means.
10.4 Hearing. If the grievance is referred to the Board of Directors, or in the event that the member filing a grievance is not satisfied with the resolution of the matter by informal methods, the member shall be entitled to be heard before the Board of Directors at its next scheduled meeting. The Board's determination of the matter shall be final.
11. Binding Arbitration and Mediation
11.1 Submission to Mediation or Binding Arbitration applies to all members of the Corporation, Institutional, Club and Individual and is a condition of membership.
11.2 The corporation shall, subject to the exhaustion of any internal remedies set forth in these By-Laws, submit to mediation conducted through a mediator acceptable to all parties.
18.104.22.168. Once Mediation is accepted by all parties the outcome of mediation shall apply to all members of the Corporation.
11.3 Binding Arbitration: If mediation is unsuccessful, the corporation shall, subject to the exhaustion of any internal remedies set forth in these By-Laws, submit to binding arbitration conducted in accordance with the commercial rules of the American Arbitration Association.
11.3.1 The outcome of binding Arbitration shall apply to all members of the Corporation.
12. Fiscal Year
12.1 The fiscal year of the corporation shall begin on the first day of September and end on the last day of August.
13.1 Annual Dues. The Corporation may charge annual dues.
14. Amendments To The Articles Or By-Laws
14.1 Notice and Voting. The Articles of Incorporation or By-Laws may be amended at any meeting of the Board of Directors, upon the affirmative vote of two-thirds of the members of the Board present and voting, a quorum being present. Proposed amendments shall be submitted to the Secretary at least thirty (30) days prior to the meeting at which the amendments are to be considered. The Secretary shall cause any proposed amendments to be mailed to the members of the Board of Directors not later than fifteen (15) days preceding any such meeting.
14.2 Changes in Proposed Amendments. It shall not be improper for the Board, in considering and acting upon proposed amendments to the Articles or By-Laws, to approve changes therein which go to form and not to substance, and where more than one amendment has been proposed on the same subject matter, to approve an amendment which represents a substantive compromise between or among the competing proposals.
15. Appendix A --Composition of the Board of Directors (updated Sept. 9 2017)
15.1.1 Executive Committee (Updated Sept. 9 2017)
22.214.171.124 Officers (Elected from and by the Board)
126.96.36.199.1 State Chairman Voted on in Even Years Ed Duncan ’16-18
188.8.131.52.2 Vice Chairman Voted on in Odd Years Greg Sisk ’17-19
184.108.40.206.3 Secretary Voted on in Odd Years Tom Timothy ’17-19
220.127.116.11.4 Treasurer Voted on in Even Years Jevon Morris ’16-18
18.104.22.168 At Large positions (Elected from and by the Board)
22.214.171.124.1 Executive Committee At Large #1 Even Year Matt Goodman ’16-18
126.96.36.199.2 Executive Committee At Large #2 Even Year Matt Linker ’16-18
188.8.131.52.3 Executive Committee At Large #3 Odd Year Andy Gunning ’17-19
184.108.40.206 Officials Director (automatically member of the EC) D. Pelsang Sr. '17-'19
15.1.2 Members At Large elected by the Membership (even years) '16'-'18
220.127.116.11 Member At Large # 1 Tripp Rogers
18.104.22.168 Member At Large # 2 Matt Hernandez
22.214.171.124. Member At Large # 3 Kelli Shuffler
126.96.36.199 Member At Large # 4 Ed Duncan
15.1.3 Members At Large elected by Board (even years) '16 - '18
188.8.131.52 Member at Large #1 Andy Gunning
184.108.40.206 Member at Large #2 Melissa Simmons
220.127.116.11 Member at Large #3 Brandon Harrison
18.104.22.168 Member at Large #4 Matt Goodman
15.1.4 Council Represenatives (odd years) '17– ’19
22.214.171.124 Coaches Council Matt Linker
126.96.36.199 Officials Council Dave Pelsang Sr.
188.8.131.52 Clubs Council Nicky Barnes
15.1.5 Members At Large elected by Membership (odd years) '17-’19
184.108.40.206 Member at Large #1 Greg Sisk
220.127.116.11 Member at Large #2 Tom Timothy
15.1.6 Members at Large elected by Board (odd years) '17 - '19
18.104.22.168 Member at Large #1 Jevon Morris
22.214.171.124 Member at Large #2 Rob Tate
15.1.7 Past State Chairman, if any Vacant
Honorary Members per 126.96.36.199.5 Mike Matlock