Bylaws of the United States Judo Association, Incorporated

As amended January 8, 2006

This document is controlled by the Board of Directors, United States Judo Association, Incorporated. All previous, or undated, editions are obsolete.

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Contents

Mission Statement
Article I - Name
Article II - Purposes
Article III - Prohibited Activities
Article IV - Offices
Article V – Membership
Article VI - Dues and Fees
Article VII - Board of Directors
Article VIII - Officers
Article IX - Committees
Article X - The National Board of Advisors
Article XI - Seal
Article XIII - Amendments
Article XIV - Accounting Period
Record of Change

Mission Statement

The mission statement of the United States Judo Association Incorporated is to promote and support the sport of Judo, along with other martial arts, to provide an organization for all participants who will work together to make Judo a force in character development and educational growth for all Americans.

Article I - Name

The name of the Corporation is the Untied States Judo Association, Inc. Hereafter referred to as the "Corporation".

Article II - Purposes

The Corporation is organized, and shall be operated, exclusively for nonprofit charitable, educational and social welfare purposes, in particular, the advancement of amateur athletic competition in the sport of Judo in the Untied States and in international competition and, in general, the advancement of recreation and physical fitness through the sport of Judo. In pursuit of such purposes the Corporation shall:

(a)     sponsor research programs

(b)     establish and maintain reference libraries, training instructions, and museums for it's members and the public

(c)     publish and distribute text books and other aids to Judo education

(d)     award scholarships and grants, and grants-in-aid for Judo research and education

(e)     establish Judo training classes and develop and conduct qualification tests and competitions

(f)       unify Judo activities and standardize administrative and ranking procedures

(g)     cooperate with other sports organizations in all matters pertaining to Judo

(h)     inform, safeguard and promote the general welfare of the public in matters pertaining to Judo and comparable sports or methods of self-defense

(i)       represent, defend and promote the interest of it's members in Judo

(j)       organize, coordinate, expand, develop, guide and supervise all aspects of Judo

(k)     set, supervise, maintain and improve technical Judo standards

(l)       grant awards and promotions

(m)   provide, maintain, manage and operate a national Judo organization and furnish services to all individuals, groups or bodies interested I Judo

(n)     conduct an international Amateur Athletic Judo Competition;

and generally, do anything and everything necessary, expedient or incidental within the laws to the operation of a National Judo Organization in all it's phases, and to further the purposes and objectives of the Amateur Sports Act of 1978.

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Article III - Prohibited Activities

No part of the assets or net earning of the Corporation shall inure to the benefit of, or be distributed to, the Directors or Officers of the Corporation, or any other individual, except that the Corporation shall have the authority and power to pay reasonable compensation for services actually rendered to or for the Corporation. The Corporation shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws or of the Articles of Incorporation of the Corporation, or any provision of the District of Columbia governing or pertaining to the Corporation, the Corporation shall not engage in or carry on activities not permitted to be engaged in or carried on by a corporation described in section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future Federal income tax law).

Article IV - Offices

The principal office of the Corporation shall be located at such place as the Board of Directors shall from time to time designate. The Corporation may also maintain additional offices at such other places as the Board of Directors shall from time to time designate.

Article V – Membership

A.     Eligibility

B.     Classes of Members

C.    Clubs

D.    Suspensions and Expulsions

A.  Eligibility.        Any United States citizen or resident of good moral character shall be eligible for membership in the Corporation, provided such person evidences the desire to advance the Corporation's purposes as set forth in the Articles and Bylaws and to comply with it's Articles and Bylaws and any rules, regulations, decisions, operating procedure and interpretations properly adopted by the Board of Directors. Individuals not citizens or residents of the United States may be admitted to Associate Membership. All applicants for membership shall make application to the Executive Director in such form and manner as the Board of Directors may from time to time prescribe. If the Executive Director shall have cause to believe that any applicant may not be eligible for membership, he shall forward such application and his recommendation to the Board of Directors, which will direct such further proceedings as are necessary for fairness and justice in consideration of the application. A majority vote of the entire Board of Directors shall be required to approve any application for membership submitted to it by the Executive Director. Current members of the United States Judo Association Incorporated, the predecessor entity of the Corporation, shall automatically become members of the Corporation, keeping the same class of membership and enjoying the same privileges then being accorded to them in the United States Judo Association.

B.    Classes of Members

(i)                  Annual. Annual membership is divided into two categories, Junior Members (16 years of age and younger) and Senior Members (17 years of age or older). Senior Members shall have voting rights in electing the members of the Board of Directors and each Senior Member shall be entitled to one vote in each such election. Annual members receive all rights, privileges, benefits and services offered by the Corporation, including, but not limited to, the privilege of earning their black belt rank promotions through the Corporation.

(ii)                Life Members. Life members are those persons interested in furthering the goals, purposes and objectives of the United States Judo Association Incorporated. Life Members, with the exception of those members still actively participating in Judo competition, aged 17 years or older, are accorded the benefits of Senior membership in the Corporation, without the obligation of maintaining insurance provided by the corporation. Life Members, with the exception of those members still actively participating in Judo competition, younger than 17 years, are accorded the benefits of Junior membership in the Corporation, without the obligation of maintaining insurance provided through the corporation. Any Life Member, who actively participates in Judo competition, shall be required to maintain insurance provided through the corporation.

(iii)              Booster. Booster Members shall have no voting rights and are not eligible for rank promotions or election to the Board of Directors.

(iv)               Honorary. Honorary Membership may be conferred by the Board of Directors upon individuals rendering outstanding service to the Corporation or the various programs it promotes. A vote of two-thirds (2/3) the entire Board of Directors shall be necessary for each grant of Honorary Membership, and the President shall notify, by letter, each individual so selected. Honorary Members shall have no voting rights and are not eligible for rank promotions or election to the Board of Directors.

C. Clubs. Clubs formed by the members will be designated within one of the following eight (8) classes, and will receive, at no charge, a charter of recognition from the Executive Director of the Corporation upon attaining the requisite number of current members:

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 D. Suspension and Expulsion.

(i)                  Subject to the provisions of subparagraph (ii) hereinafter, the Board of Directors may, upon a two-thirds (2/3) vote of the entire Board of Directors, suspend for a time certain or indefinitely or terminate the membership of any member for any of the following reasons;

1)       failure to comply with the Articles or Bylaws of the Corporation or any rules, regulations, decisions operating procedures or interpretations properly adopted by the Board of Directors;

2)       conduct inimical to the goals and purposes of the Corporation as set forth in the Articles and Bylaws;

3)       conduct which is detrimental to or would reflect adversely on the Corporation or the sport of Judo.

(ii)                The Standards and Ethics Committee, heretofore referred to as “the Committee”:

a.       Membership of the Committee is upon the recommendation of the Chairperson of the Committee and is subject to approval of the USJA Board of Directors. Members of the Committee serve at the pleasure of the Board of Directors.

b.       The purpose of the Committee is to;

1.       serve the USJA community

2.       protect the reputation of the Corporation

3.       support the membership in matters of standards and ethics

4.       nurture successful, professional, relationships in the spirit of Judo

5.       foster relationships of integrity among all members

c.       The Committee will perform the following functions;

1.       Facilitate the Standards and Ethics Procedures

2.       Advise members regarding Standards and Ethics

3.       Assist members in the resolution of disagreements

4.       Encourage and facilitate mediation of disputes

5.       Review, investigate, conduct interviews and hearings, regarding alleged violations of ethics, and make recommendations to the Board of Directors toward final resolution of case where the Committee is unable to mediate or where punitive action is required.

6.       Determine financial costs accrued during investigations and hearing and recommend the level of monetary fines to be levied as part of the final judgment by the Board of Directors.

7.       Create and adapt rules governing the internal operations of the Committee.

8.       Serve the wishes and interests of the Board of Directors in matters of Standards and Ethics.
 

(iii)              Proceedings

a.       Confidentiality: All necessary communications regarding the complaint, i.e. regarding the declared principals and/or the Committee and/or the Board of Directors, will be dealt with in a manner afforded privileged communications. All records and information, which are concern of the Committee shall be kept confidential. It should be noted here that such information, although held confidential by the Corporation, does not have a protected status by law and may be vulnerable to disclosure regarding the proceedings of the Committee as necessary to prosecution or in litigation defense, regarding legal action between a member and the Corporation.

b.      The Complaint: Any person may submit a complaint alleging improper action of a member of the Corporation. Said complaint must be in writing and signed by the complainant and submitted to the national Office of The USJA, or directly to the Executive Office Manager of the USJA. Persons making a verbal complaint shall be informed of the above stated requirement regarding complaints being submitted in writing.

Upon receipt of signed, written, complaint the Executive Office Manager shall respond by telephone within not less than two business days to the complainant. The Executive Office Manager shall, during this verbal communication;

1.       Provide the complainant a detail explanation of the procedures involved regarding the investigation of a Standards and Ethics complaint.

2.       Insure the complainant that they have the support of the Corporation

3.       Explain the confidentiality practices of the Standards and Ethics investigation procedure.

4.       Inform the complainant that, within twenty (20) business days, they will be contacted, by telephone, by a member of the Committee, who will begin to move the complaint to resolution.

The Executive Office Manager will then summarize the conversation, in writing, and forward same to complainant, with a copy of the USJA Code of Ethics and this section of the USJA By Laws, via certified mail.

Should it be impossible to contact the complainant via telephone within two business days, a letter will be sent, via certified mail, by the Executive Office Manager, informing the complainant of the issues usually discussed by telephone contact and requesting that the complainant contact the Executive Office Manager by telephone if they wish to proceed with the complaint.

The original signed and written complaint shall remain on file at the USJA National Office and a copy of same, with copies of notes or any other documents, compiled by the Executive Office Manager, will be forwarded to the Committee Chairperson.

c.       Proceedings of the Committee:

Upon receipt of a complaint the Committee investigation will ensue with the Committee member assigned to the investigation contacting the complainant and the respondent, first by telephone and then by summary letter via certified mail. Upon review of facts revealed through the investigation, the Committee shall determine if a hearing, at a site convenient to all parties involved, shall occur. Upon conclusion of the investigation the Committee, within a reasonable time, shall pursue one of the following courses of action;

1.       Dismiss the complaint because it does not allege a violation of the USJA Code of Ethics, lacks merit or for other cause determined by the Committee.

2.       Seek resolution of the situation, if appropriate, through mediation or advice.

3.       Dismiss the complaint after reaching resolution, to the satisfaction of all parties involved, if appropriate, through mediation or advice.

4.       Dismiss the complaint after investigation if the Committee determines that the complaint has no merit.

5.       After complete investigation make recommendations to the USJA Board of Directors regarding punitive action.

d.       Records: All records, pertaining to the investigation shall be archived. Any notes, form the proceedings, including but not limited to, phone logs, extemporaneous notes, letters (originals and extant copies) and/or recordings from any investigation action shall be secured at the USJA National Office. Records shall be archived for a period of time specified by the USJA Board of Directors. Periods of retention shall be determined on an individual case basis. On expiry of the designated retention period the Chairperson of the Committee for all records of the complaint to be destroyed. Upon destruction of the records the Chairperson of the Committee shall so inform the USJA Board of Directors in writing.

e.       The name of any member whose membership has been terminated shall be expunged from the rolls of the Corporation, and he, or she, shall not be entitled to any of the rights, privileges, benefits and services of membership. The name of any member whose membership has been suspended shall remain on the rolls of the Corporation, but he, or she, shall not be entitled to any of the rights, privileges, benefits and services of membership during the period of suspension. The proceedings and decisions of any hearing shall be entered as a part of the minutes of the Board of Directors, and appropriate notice of any suspension of termination of membership shall be forwarded to each club and/or tot he membership.

f.         Any person whose membership is terminated or indefinitely suspended may be reinstated by the Board of Directors upon written or oral presentation of adequate reasons to reinstatement. A two thirds (2/3) of the entire Board of Directors shall be required to reinstate an indefinitely suspended or terminated member. Such members so suspended or terminated may be fined a sum of money to be determined by the USJA Board of Directors and may be subject to additional sanctions as deemed necessary for the welfare of the Corporation.

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Article VI - Dues and Fees

A. Membership. Dues for all members shall be determined by the Board of Directors. Annual and Booster Membership dues shall be paid annually one year in advance. A member will not be in good standing and entitled to the rights, privileges, benefits and services of membership unless all dues payments are current.

B.  Life Membership Fees. Persons interested in furthering the goals and purposes of the Corporation may become Life Members of any one of the classes indicated below by donating to the Corporation the following amounts:

Life Membership fees received by the Corporation shall be deposited in the United States Judo Association Inc. account and shall be used to further the purposes and goals of the United Sates Judo Association Inc., as stated in the Bylaws of the Corporation.

Life Membership exempts the member from the payment of all future annual membership fees and such membership terminates only upon death or expulsion of the Life Member or the dissolution of the Corporation. There shall be no right to refund of all or any part of the amount paid toward Life Membership under any circumstances, including but not limited to, termination or suspension of membership.

C. Promotion Fees. Fees for rank promotion shall be established by the Board of Directors.

D. Payment of Dues and Fees. All dues and fees shall be paid directly to the National Office of the Corporation, in care of the Executive Office Manager.

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Article VII - Board of Directors

A. Number. The number of the Directors of the Corporation shall consist of up to eleven (11) members.

B. Duties and Powers.  The Board of Directors shall be responsible for the control and management of the business affairs and properties of the Corporation, and may exercise all powers of the Corporation including the establishment of all programs, policies and operating procedures of the Corporation. No Director may be an employee of the Corporation.

 C. Quorum. The presence, in person (proxy vote shall not be allowed in constituting a quorum), of not-less-than 50 percent of the current members of the Board of Directors plus one Director, shall constitute a quorum at each meeting of the Directors. A proxy shall be valid only for special meetings and only if in writing and given to the President, present, in person at the meeting at which the proxy is to be voted. Notwithstanding the above, at least five (5) Directors must be present at any special meeting.

 D. Voting. Each Director shall have one (1) vote and, unless a greater vote is required by statute or these bylaws, a majority vote shall be necessary for the exercise of the powers of the Board of Directors hereunder. A Director may vote by proxy, but only at a special meeting and only if in writing and given to the President prior to the meeting. There shall be no voting by telephone if one third (1/3) of the total Board of Directors so indicates their willingness not to decide such matters by mail or telephone. The matter shall then be deferred to the next scheduled meeting.

E. Eligibility. To be eligible to serve as a Director, an individual must;

(i)                   be a current Annual or Life Member in good standing of the Corporation

(ii)                 have been an Annual or Life Member of the Corporation or it's predecessor organization for not less than five (5) consecutive years

(iii)                be at least twenty-one (21) years of age

(iv)                be citizen of the United States; and

(v)                  if a previous Director not have been removed from the Board of Directors for cause.

Individuals may have their names placed on the ballot for election to the Board of Directors by submitting to the Board of Directors, a petition signed by at least one hundred (100) current Senior Annual or Life Members of the Corporation. All such petitions must be received at the USJA National Office no later than July 31^st of the election year for which they are intended. No employee of the Corporation is eligible to submit a petition to the Board of Directors to seek election as a Director of the Corporation. The petition requesting placement on the ballot must bear a statement signed by the prospective Board Member stating that he desires to become a Board member and that he will attend all meetings of the Board of Directors.

The Board of Directors shall cause notice of each election to be given to all Senior Members of the United States Judo Association Incorporated. This notice shall be made in all publications of the USJA magazine and any other publications available to the membership, to include but not be limited to internet web sites and electronic mail by computer, no later than one (1) year prior to the filing due date for petitions to be placed on the ballots. All petitions for placement on the ballot shall be post marked not later than midnight of the due filing date. Such petitions shall be examined for membership status and verification of names signed on such petitions.

F. Term and Election. The USJA Board of Directors shall consist of eleven (11) members each serving a term of four (4) years.  Elections shall be held in 2005 and every four (4) years thereafter. Vacancies, which occur on the Board of Directors, shall be filled by majority vote of the Board. Board members may run for consecutive terms on the Board of Directors.

The Board of Directors of the Corporation shall insure that the mail ballots shall be mailed to each USJA Chartered Club, with the Club Leaders to distribute Ballots to all Senior Annual Members and Senior Life Members during the month of August of each election year. The ballots will contain the names of the individuals nominated to serve on the Board of Directors beginning with the next meeting held after the election. Ballots not post marked to the Executive Office Manager by September 30^th shall not be counted in such election, and the final count for each election will be made on October 15^th, of each election year.

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G.             Officers. Officers of the Corporation shall serve for a term of four (4) years, or until their successors is elected, unless sooner removed by the Board of Directors. The Board of Directors shall elect, at the first meeting of the Board after election, the officers of the Corporation to serve for a term of four (4) years. At the expiry of the four (4) year term, the Board of Directors shall again select Officers. The officers shall be;

President of the Corporation

Vice President of the Corporation

Chief Operating Officer

Corporate Counsel

Secretary

and Treasurer

The offices of President, Vice President, Secretary and Treasurer shall be elected from the members of the Board of Directors. The offices of Corporate Counsel and Chief Operating Officer shall not be members of the Board of Directors.

In addition, the Board of Directors may select and employ an Executive Director who shall be directly responsible to, and serve at the pleasure of the Board of Directors, or under any employment agreement the Board of Directors deems reasonable. The Board of Directors may also select and employ other individuals to serve the Corporation, such as an Executive Office Manager, under such terms, conditions or arrangements as the Board deems advisable.

It shall be the duty of the President to preside at all meetings of the Corporation (other than committee meetings) and of the Board of Directors and to perform all other duties of the office of the President as mandated by the bylaws of the Corporation. The Vice President shall, in the event of the absence or disability of the President, assume all of the duties of the President.

H. Removal. Any member of the Board of Directors may be removed from office, with cause, at any time by a majority vote of the Board of Directors. Cause includes but is not limited to, consistent absence from meetings, i.e. absence from two (2) meetings per year, or other failure to fulfill the duties of a Director. The attendance of two meetings per year is enough to fulfill duties of a Director. Once a director has been removed from the Board of Directors for cause, that Director is not eligible to be elected or appointed to the Board of Directors of the Corporation for a period of ten (10) years from the date of his or her removal.

I. Vacancies. Any vacancy, which may occur on the Board of Directors, by reason of death, resignation or removal may be filled by a majority vote of the Board of Directors for the unexpired portion of the term.

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J. Mail and Telephone Meetings. Any action required to be taken at a meeting of the Directors may be taken by mail, electronic mail or telephone vote of the members of the Board of Directors. In the case of a mail vote the, the President or Secretary shall mail a ballot to each of the Board setting forth the motions to be considered. Mail ballots must be signed and dated by the members of the Board. Ballots will be returned to the President or Secretary on or before the date requested in the ballot. In the case of a telephone meeting, the Secretary will telephone every member of the Board or Directors. The Secretary shall read the motions to be voted on to each member and will record the vote of each member on a separate ballot. The Secretary shall record the date of each telephone vote and will sign each telephone ballot certifying that it reflects the wishes of the Board member concerned. A majority vote, of a quorum of the Board of Directors, resulting from a mail, electronic mail or telephone meeting, shall have the same force and effect as a majority vote of the Board of Directors meeting in person, and may be stated as such at any time for any purpose.

K. Meetings. Meetings of the Board of Directors shall be conducted in accordance with Roberts Rules of Order. The annual meetings of the Board of Directors will be held at a time and place set by the Board of Directors, for the purpose of receiving annual reports and transacting any other business of the Corporation. These meetings will be normally held at the USJI National Senior Judo Championships, the USJA National Junior Championships and the US Judo Open Championships.

For the purposes of transacting business of the Corporation, other meetings of the Board of Directors may be convened by the Board of Directors to be held at a time and place set by the President, in accordance with majority vote. The Board will normally meet at the USJI National Senior Judo Championships, USJA Junior National Championships in July and at the United States Open Judo Championships in the fall of the year.

Special meetings of the Board of Directors may be convened by the President in accordance with majority vote of the entire Board.

Notice of a meeting, whether annual, scheduled or special, shall be given to all Board members, if possible, not less than thirty, (30) days in advance of such meeting. The dates of such scheduled meetings shall be posted in any USJA publication, on the USJA internet site and via electronic mail, at the earliest date of availability of, confirmed, information regarding scheduled dates and venue of the above mentioned events. Directors may invite guests to any meeting of the Board, however, the Board may, in its sole discretion, exclude or remove guests from the meeting. General membership meetings shall be announced, with pertinent information regarding meeting time and venue, and posted via all available media, to include, but not be limited to, USJA publications, web sites and electronic mail.

All meetings shall be open to the general membership in good standing. The Board of Directors may, from time to time, go into Executive session in order to conduct the affairs of the Corporation, to discuss matters of policy or to seek advisement. The Executive Committee shall be comprised of the Officers of the Corporation. Executive Committee decisions shall be made in accordance with majority opinion.

L. Notice Requirement. Except as otherwise provided by statutes, written notice, of each meeting of the Board of Directors, whether annual, semi-annual or special, stating the place and the time when such meeting is to be held (and in the case of a special meeting stating the purpose for which such meeting is called), shall be served either personally or by mail, within the period specified, upon each Director entitled to vote at such meeting. If mailed, such notice shall be sent to each Director at his address as it appears on the records of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case it shall be mailed to the address designated in such request. Such notice (or any part thereof) may be waived by any Director by written consent or by oral statement at any meeting and shall be deemed waived by any Director who is present, in person or by proxy, at such meeting.

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Article VIII - Officers

A. Officers, Election and Term of Office. The officers of the Corporation shall consist of a;

President

Vice President

Chief Operating Officer

Corporate Counsel

Secretary

and Treasurer

to be elected or selected as provided in paragraph F. and G. of Article VII. There may be such other officers as the Board of Directors, from time to time, may deem necessary or advisable. Other than the offices of the Executive Director, President and Secretary any two offices may be held by the same person; provided however, that no person shall, in more than one capacity, execute, acknowledge or certify any instrument required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged or certified by two or more officers. In the event of any vacancy in any office, such vacancy, shall be filled by the Board of Directors.

B. President. The President shall be the Chief Executive Officer of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform all other duties usually incident to such office.

C. Vice President. The Vice President shall, in the absence of or during the disability of the President, perform the duties incident to the office of the President. In addition, the Vice President shall have and discharge such other duties as the Board of Directors may from time to time assign him.

D. Secretary. The Secretary shall attend all meetings of the Board of Directors and shall maintain a record of all such meetings. 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. He shall be custodian of the seal of the Corporation and in proper cases affix the seal to instruments. He shall see that the books, reports, statements and all other documents required by law are properly kept and filed. In addition, he shall perform such other duties as the Board of Directors may from time to time assign him. The Board of Directors or President may direct the Executive Director to perform the ministerial functions of the Secretary to assure the day-to-day continuity and efficiency of operation of the Corporation.

E. Treasurer. The Treasurer shall have custody of the Corporate funds and securities, shall keep full 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 Board of Directors. He shall disburse the funds of the Corporation in accordance with the directions of the Board of Directors, taking and preserving proper vouchers for such disbursements, and shall render an account of all his transactions as Treasurer and of the financial condition of the Corporation, whenever called upon to do so. In addition, he shall perform such other duties as the Board of Directors may from time to time assign him. The Board of Directors or President may direct the Executive Director to perform the ministerial functions of the Treasurer to assure the day-to-day continuity and efficiency of operation of the Corporation.

F. Executive Director. The Executive Director shall be a salaried and bonded employee of the Corporation under contract approved by the Board. His duties shall include, but not be limited to;

(i)                   to supervise all activities of the Corporation within the policies established by the Board;

(ii)                 to serve as an ex-officio member of all committees of this Corporation;

(iii)                to recommend to the Board of Directors plans and programs to further the goal of this Corporation

(iv)                to implement all policies, programs and operating procedures adopted by the Board; and

(v)                  to carry out such ministerial functions as may be delegated Treasurer to assure the day-to-day continuity and efficiency of operation of the Corporation.

The Executive Director is invited to all meetings, as a guest, and will have an advisory voice on the Board of Directors.

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Article IX - Committees

A. Standing Committees. The following are standing committees of the Corporation;

Standards and Ethics Committee

Coaching Education and Certification Committee

Referee Certification Committee

B. Other Committees. Other committees may be established as the President determines are necessary or appropriate for the proper conduct of the business of the Corporation.

C. Committee Members. Members of various committees, including the Chairperson thereof, will be appointed by the President with the advice and consent of the Board of Directors. Chairpersons are invited to all Board meetings, as a guest. Chairpersons, who are not members of the Board of Directors, shall have no vote but will have an advisory voice on the Board of Directors.

D. National Board of Examiners. The National Board of Examiners of the USJA shall consist of all holders of the 7^th, 8^th, 9^th and 10^th Degree Black Belt who are Annual or Life Members of the Corporation and who were promoted to their highest rank by the United States Judo Association. The Chairman, of the National Board of Examiners, shall be appointed by the Board of Directors, from the highest ranked members of the Corporation who have been promoted to that rank by the United States Judo Association.

E. USJA Promotion Board: The President of the Association is authorized with consent of the Board of Directors to establish a National Promotion Board Committee. The National Promotion Board Committee is authorized to conduct the promotional affairs of the Corporation in granting rank promotions to those individuals who have met established requirements for promotion. The President may appoint a Chairperson to conduct the promotional affairs of the Corporation with the consent of the Board of Directors. The committee may consist of, up to eleven (11) members, appointed by the President with the consent of the Board of Directors. A Vice-Chairperson may be appointed by the committee to conduct promotional activities in the event of the absence of the Chairperson of the National Promotion Board.

The committee shall consist of members holding the rank of 6^th degree black belt or higher. The National Promotion Board shall keep minutes of meetings and shall make a report to the President, and the Board of Directors, regarding the actions of the committee.

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Article X - The National Board of Advisors

The National Board of Advisors shall consist of members appointed by the President with the consent of the Board of Directors. Such individual shall serve at the pleasure of the President and Board of Directors for as long as necessary. Advisors are invited to all Board meetings and will have an advisory voice on the Board of Directors.

Article XI - Seal

The Corporate seal shall be circular in form and shall bear the name of the Corporation, the words "Corporate Seal" and words and figures denoting the year and jurisdiction of it's incorporation. The form of, or the inscription, on the seal may be changed at any time by the Board of Directors.

Article XII - Duration

The period of duration of the Corporation shall be perpetual, subject to dissolution only upon resolution and affirmative vote by two-thirds (2/3) of the entire Board of Directors. Upon dissolution of the Corporation, the Directors of the Corporation shall, after payment of or due provision for all liabilities of the Corporation, dispose of all the assets of the Corporation exclusively for charitable and educational purposes by paying such assets over to such entity or entities organized and operated exclusively for educational and charitable purposes, as the Board of Directors shall determine. Any such assets not so disposed of by the Board of Directors shall be placed in the custodianship of, and disposed of by the United States District Court for the District of Columbia, or it's successor, exclusively for and in the furtherance of the charitable and educational purposes set forth in the Articles of Incorporation of the Corporation and these Bylaws.

Article XIII - Amendments

Any and all Bylaws of the Corporation shall be subject to amendment, alteration or repeal, and new Bylaws may be adopted, at any annual or special meeting of the Corporation, by a 2/3 majority vote of the entire Board of Directors. No Bylaws may be amended, altered, repealed or adopted in contravention or derogation of the Articles of Incorporation of the Corporation.

Any and all Bylaws of the Corporation shall be subject to amendment, alteration or repeal, and new Bylaws may be adopted, at any annual or special meeting of the Corporation, by a 2/3 majority vote of the entire Board of Directors. No Bylaws may be amended, altered, repealed or adopted in contravention or derogation of the Articles of Incorporation of the Corporation.

Article XIV - Accounting Period

The Corporation shall keep its books and accounts on a calendar year basis.

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USJA Bylaws Record of Change

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