PETITION TO AMEND THE BYLAWS OF USA TRIATHLON INITIATED BY PETITION OF THE ANNUAL MEMBERS OF THE FEDERATION BY THE AUTHORITY FOUND IN ARTICLE VI, SECTION 7 ARTICLE I: Name. No change. ARTICLE II. Definition. No change. ARTICLE III. Objects and Purposes. No change. ARTICLE IV. Authority. No change. ARTICLE V. USA Triathlon Duties. No change. ARTICLE VI. Membership. a. Section 1. No change. b. Section 2. No change. c. Section 3. No change. d. Section 4. No change. e. Section 5. No change. f. Section 6. No change. g. Section 7. Deleted in its entirety. ARTICLE VII: Board of Directors Section 1. No change. Section 2. No change. Section 3. No change. Section 4. a. General Directors. The Board of Directors shall have eleven (11) members who shall be selected without regard to race, color, religion, national origin, sex or physical disability. Three directors shall be Athlete Directors (see Article VII, Section 4b below). The remaining eight General Directors shall be selected as follows: 1. One General Director shall be selected from each of the following eight districts: District #1. California. District #2. Texas. District #3. Florida District #4. West. The West Region shall include the following 12 States, together with all areas of the world where annual members of the federation reside that are not included in the other seven districts: New Mexico, Colorado, Wyoming, Montana, Arizona, Utah, Idaho, Nevada, Oregon, Washington, Alaska, and Hawaii. District #5. Heartland. The Heartland Region shall include the following 14 States: Alabama, Mississippi, Louisiana, Arkansas, Oklahoma, Tennessee, Kentucky, Missouri, Kansas, Iowa, Nebraska, Minnesota, South Dakota, North Dakota. District #6. Great Lakes. The Great Lakes Region shall include the following five States: Ohio, Indiana, Michigan, Illinois, Wisconsin. District #7. Northeast. The Northeast Region shall include the following nine States: New Jersey, jPennsylvania, New York, Connecticut, Rhode Island, Massachusetts, Vermont, New Hampshire, Maine. District #8. Mid Atlantic. The Southeast Region shall include the following seven States, plus the District of Columbia: Delaware, Maryland, West Virginia, District of Columbia, Virginia, North Carolina, South Carolina, Georgia. 2. Each of these eight General Directors shall be an annual member in good standing of USAT. At the time of nomination and election, each shall be a citizen of the United States of America and a resident of the district he or she is hoping to represent. 3. After the annual election of 2004 (Article XXI, Section 3 below), General Directors shall be elected to serve one-year terms that begin at noon EDT on July 1 of the year in which they are elected and end at noon EDT on July 1 of the next year. 4. In such event the largest District has at least double the annual members as the smallest District, the Districts shall be caused to gain or lose constituent states to bring about equality of representation, while still retaining geographic integrity. In this case the Board of Directors shall fashion two plans for reapportionment, both such plans having the same eight District headings above. Neither plan shall exclude a state from a District if that District’s Board representative resides in that state. Both prospective plans shall be presented to the general membership for vote on the next annual election. The reapportionment plan gaining the most votes shall replace the District apportionment contained in these Bylaws. b. Athlete Directors. Three (3) directors shall be Athlete Directors, who shall be members of and who shall be nominated and elected exclusively by the members of the Elite Pool (as defined by Article VI, Section 2 above). 1. After the annual election of 2004 (Article XXI, Section 3 below), Athlete Directors shall be elected to serve one-year terms that begin at noon EDT on July 1 of the year in which they are elected and end at noon EDT on July 1 of the next year. 2. In the event these Bylaws are subsequently amended to alter the number of members of federation’s Board of Directors, the number of Athlete Directors shall always be equal to or greater than twenty-five percent of the total number of members of the Board. 3. Each of the Athlete Directors shall be an annual member in good standing of the Elite Pool of USAT. At the time of nomination and election, each shall be a citizen of the United States of America. 4. In the event of a vacancy in an Athlete Director seat, the Elite Pool shall select a replacement. The replacement shall meet all of the standards of Article VII, 4b3 above. c. Elections. Elections for General Director seats on the Board of Directors shall be conducted according to the provisions of Article XXI of these bylaws. Elections for the Elite Director seats shall be conducted according to procedures adopted by members of the Elite Pool. d. Terms and Term Limits. 1. Terms of Office. a. The terms for all General Directors and all Athlete Directors chosen at either the annual elections of 2002 or 2003 shall expire at noon on October 1, 2004. b. The terms for all General Directors and all Athlete Directors chosen at the annual election of 2004 shall begin at noon on October 1, 2004 and expire on July 1, 2005. c. Beginning with the annual election of 2005, all General Directors shall serve one-year terms as provided in Article VII, 4a3 above and all Athlete Directors shall serve one-year terms as provided in Article VII, 4b1 above. 2. No one shall serve more than six total years on the board of directors during one’s lifetime, or past July 1, 2006, whatever would afford a board member the longest tenure. e. Seats on Board for Certain Amateur Sports Organizations. No change. f. Nominating Committee. Delete. g. Preparation of Ballots. Covered in Article XXI. Delete. h. Qualifications for Board Members. Covered elsewhere. Delete. Section 5. Vacancies. A vacancy in a seat of a General Director shall be filled by an affirmative vote of a majority of the number of directors remaining on the Board at the time of the vote. Quorum requirements shall not apply. The person selected shall be an annual member of the federation in good standing, a citizen of the United States, and a resident of the district he or she is appointed to represent. The vote shall take place within 45 days of the vacancy or at the next regular meeting of the Board, whichever comes first. Any person selected by virtue of this paragraph shall complete the term of the director who vacated the position. Section 6. Meetings. a. Regular Meetings. There shall be at least three regular in-person meetings of the Board in each calendar year. 1. The first shall be scheduled in the first quarter of the calendar year, at which the financial statements of USA Triathlon for the preceding calendar year, audited by a certified public accountant, shall be presented to the Board. 2. The second shall be scheduled for the month of July and shall serve as the first meeting of each newly elected board. 3. The third shall be scheduled in the month of October and shall be the format for final approval of the fiscal plans for the upcoming calendar year. 4. The time, date, and place of each regular meeting shall be set by the Board, or, in the event the Board fails to set the time, date, and/or place of a required meeting, the Executive Committee shall set the time, date, and place of said meeting and shall provide at least 30 days written notice thereof to each member of the Board. b. Special Meetings. 1. Special meetings of the Board may be called by the president, any vice president, the executive director, or any two members of the Board. 2. Special meetings may be conducted by means of conference telephone or other similar communication equipment, so long as every director who wants to participate can hear and talk to each other participant. 3. Notice of special meetings shall be given by the person or persons calling the same. The notice of an in-person special meeting shall be given at least 30 days prior to the meeting and include the date, time, and place thereof. The notice of a special meeting by conference call or other similar communication equipment shall be given at least five days prior to the meeting. c. Method of Notice. Notice may be given by first class mail, telephone, facsimile, or e-mail. d. Presiding Officer. If attending, the president of the Board shall preside at all meetings thereof. If the president is not attending, the vice president shall preside. If neither the president nor the vice president is attending, the board member in attendance whose last name comes first in an alphabetic listing shall preside. e. Quorum. A quorum for the transaction of business at any meeting of the Board shall consist of a majority of the total number of directors authorized in these Bylaws. A meeting at which a quorum is initially present may transact business notwithstanding the withdrawal of one or more directors from the meeting. However, an act is not effective unless approved by at least a majority of the required quorum for such meeting. f. Rules of Meetings. All meetings of the Board shall be governed by the most recent version of Roberts Rules of Order. If Roberts Rules of Order shall conflict with a provision of these Bylaws, the Bylaws shall prevail. g. Action by the Board. Unless otherwise provided in these Bylaws, every act or decision by a majority of directors present at a meeting of the Board, which has been called in accordance with these Bylaws and at which a quorum is present, is an act of the Board. h. Delete. i. Delete. Section 7. Removal of a Director. a. A General Director may be recalled by mail ballot of the membership in accordance with Article XXI. b. A General Director may be removed by a vote of the Board of Directors if a director has missed two regular in-person meetings of the Board in any one calendar year or three in-person and/or special meetings in any one calendar year. c. An Athlete Director may be recalled only according to rules established by the Elite Pool. ARTICLE VIII. Officers. No change. ARTICLE IX. Executive Committee. No change. ARTICLE X. Executive Director. No change. ARTICLE XI. Committees. No change. ARTICLE XII. Sanctioning. No change. ARTICLE XIII. Arbitration. No change. ARTICLE XIV. Eligibility. No change. ARTICLE XV. Hearings and Appeals. No change. ARTICLE XVI. USA Triathlon Representative to United States Olympic Committee Board of Directors. No change. ARTICLE XVII. Athlete Representative to United States Olympic Committee Athlete Advisory Council. No change. ARTICLE XVIII. Conflict of Interest. No change. ARTICLE XIX. Indemnification. No change. ARTICLE XX. Amendments to or Repeal of the Bylaws. The Bylaws of USA Triathlon may be amended or repealed only by vote of the membership as specified in Article XXI, Section 4 below. ARTICLE XXI. Elections. Section 1. In General. a. Fair Elections. It is intended that federation elections shall be as free from unfair influence and manipulation as is reasonably possible. Until alternative methods have a proven track record, all elections shall be by written ballot. b. Election Administrator. Subject to the terms of these Bylaws, a CPA shall design and administer all federation elections. This CPA shall have no other relationship with the federation. c. Participation in Elections. Broad and robust participation in elections is important to the long-term success of the federation. Within the context of these Bylaws, the Board shall take steps to accomplish these goals. One of these steps shall be an issue of the federation newsletter that is devoted entirely to the annual election and mailed with the ballot to all eligible voters on January 15 of each year. Section 2. Annual Elections, 2005 and Beyond. Beginning on September 1, 2004 for the annual election in calendar 2005, annual elections shall be held according to the following schedule: Sept 1 – Nominations open for upcoming year Dec 1 – Nominations close. Jan 15 – Ballots & special election issue of Triathlon Times mailed to eligible voters Feb 1 – Ballot posted to federation website Mar 1 – Final day for ballots to arrive at election central Mar 15 – Results announced Apr 1 – Deadline to protest election Apr 30 – Deadline to hear and decide any protest May 1 – Results certified Jul 1 – New board takes office at noon Section 3. Annual Election, 2004. The annual election for 2004 shall be held according to the following rules: a. As provided in Article VII, Section 4d1 above, the terms of all General Directors and all Elite Directors elected in the 2002 and 2003 annual elections shall expire at noon on October 1, 2004. b. The annual election of 2004 shall use the new election districts as provided in Article VII, Section 4a1 above. c. All eight General Directors and all three Athlete Directors shall be selected anew in the annual election of 2004. d. The annual election of 2004 shall be conducted using the rules set forth in Article XXI, Section 7 below. e. The annual election of 2004 shall be held according to the following schedule: June 15, 2004 – Nominations close. July 1, 2004 – Ballots mailed eligible voters July 10, 2004 – Ballot posted to federation website Aug 1, 2004 – Final day for ballots to arrive at election central Aug 5, 2004 – Results announced Aug 15, 2004 – Deadline to protest election Aug 30, 2004 – Deadline to hear and decide any protest Sept 1, 2004 – Results certified Oct 1, 2004 – New board takes office at noon Section 4. Amendment or Repeal of the Bylaws. With the sole exception of the vehicle for reapportionment contained in Article VII, Section 4 (a), there are three and only three methods for amendment or repeal of federation Bylaws: a. Standard Initiative. Annual members in good standing may invoke the Standard Initiative process to amend or repeal the Bylaws by submitting a petition to the executive director according to following terms and conditions: 1. The petition shall state the precise language of the proposed amendment. 2. The petition shall include an explanation of not more than 1000 words stating the reasons for the proposed amendment. 3. The petition shall be signed by not fewer than 100 annual members in good standing. Each signature shall be accompanied by the name, complete address, day and evening phone numbers, e-mail address, and annual membership number of the annual member. 4. If the board shall determine that the proposed amendment is not in the best interests of the federation, it may prepare a written explanation of its position, not to exceed 1000 words. 5. The proposed amendment and the explanations for and against it shall be included on the ballot at the next annual election, along the opportunity to vote yes or no on the question. 6. If a super-majority of at least sixty percent of the ballots submitted to the election administrator at the annual election are in favor of the proposed amendment, the Bylaws are so amended. If not, the proposed amendment fails. b. Special Initiative. Annual members in good standing may invoke the Special Initiative process to amend or repeal the Bylaws according to the following terms and conditions: 1. The petition shall state the precise language of the proposed amendment. 2. The petition shall include an explanation of not more than 500 words stating the reasons for the proposed amendment. 3. The petition shall be signed by not fewer than 2,500 annual members in good standing. Each signature shall be accompanied by the name, complete address, day and evening phone numbers, e-mail address, and annual membership number of the annual member. 4. If the board shall determine that the proposed amendment is not in the best interests of the federation, it may prepare a written explanation of its position, not to exceed 500 words. 5. The proposed amendment and the explanations for and against, along the opportunity to vote yes or no on the question, shall be submitted to the annual members in good standing at a special election. The ballots shall be mailed within 30 days of the executive director’s receipt of said petition and the election shall close 75 days after the executive director’s receipt of said petition. The results of the voting shall be announced within 15 days after the close of the election. 6. If a super-majority of at least sixty percent of the ballots submitted to the election administrator at the annual election are in favor of the proposed amendment, the Bylaws are so amended. If not, the proposed amendment fails. c. Vote to Approve Resolution by Board of Directors. The Board of Directors may submit a proposal to amend or repeal the Bylaws to a vote of the membership according to the following terms and conditions. 1. The proposal shall state the precise language of the proposed amendment.and shall include an explanation of not more than 1000 words stating the reasons for the proposed amendment. 2. The proposed amendment and the explanation shall be included on the ballot at the next annual election, along the opportunity to vote yes or no on the question. 3. If a majority of ballots submitted to the election administrator at the annual election are in favor of the proposed amendment, the Bylaws are so amended. If a majority of ballots submitted are against the proposed amendment, the amendment is defeated. Section 5. Recall. a. The annual members of USA Triathlon shall have the power to recall one or more General Directors of the Board of Directors. b. A recall shall be considered a “Special Initiative” and shall be governed by rules set forth in Article XXI, Section 4b above. c. A recall petition shall contain the following items: 1. The name or names of the General Directors to be recalled. 2. A description in not more than 500 words of the reasons for the recall. d. When the recall is submitted to the voters, the question shall include a description of the election, the name or names of the General Directors to be recalled, and the description contained in the petition of the reasons for the recall. If the General Director or Directors subject to the recall choose to submit a written defense to the recall petition of not to exceed 500 words, this written defense shall be included on the ballot as well. Section 6. Voter Eligibility. a. Only current annual members in good standing of the federation shall have the right to vote on matters covered by these Bylaws. b. In elections for General Directors, a voter may cast a ballot only in the election for the district in which the voter resides. c. Only members of the Elite Pool shall have the right to vote in elections for Athlete Directors. Section 7. Election Procedures. a. Nominations for General Directors. All persons meeting the following requirements shall be included on the ballot for the post of General Director in the district in which he or she resides. 1. Incumbents. Beginning with the annual election of 2005, any incumbent who is still a member in good standing of the federation and who is not subject to term limits shall be placed upon the ballot in the district in which he or she resides unless he or she specifically declines such nomination. 2. Non-incumbents. An annual member in good standing of the federation who is also a citizen of the United States may submit a petition for his or her nomination to the General Directors post in the district in which he or she resides. The petition shall include the following: (a). The name, complete address, day and evening phone numbers, e-mail address, and annual membership number of the nominee. (b). A written description of the nominee and his or her platform; said description shall not exceed 1,000 words. (c). A passport-type photo of the nominee. (d). One other photo of the nominee’s choice. (e). The signatures of at least 50 annual members in good standing of the federation who reside in the district to be represented by the nominee. These signatures shall be accompanied by the printed name, complete address, day and evening phone numbers, e-mail address, annual membership number, and expiration date of said membership for each person signing the petition. b. Nomination of Athlete Directors. The entire election process for Athlete Directors shall be subject to rules established by the Elite Pool of USA Triathlon. c. Form of the Ballot. The election administrator shall design the ballot to meet the standards of these Bylaws. The ballot shall be printed so that it can be mailed to address of the election administrator with return postage paid by the federation. The ballot shall be folded so that the selections of the voter are not visible without unfolding. The election administrator shall require the voter to provide information sufficient to allow prompt verification of the ballot. d. Delivery of Ballots. 1. Ballots for annual elections shall be mailed as inserts in the issue of the federation newsletter that is devoted entirely to the election. Ballots for special elections shall be sent by first-class mail to each individual voter. 2. The ballot shall be posted as a printable file on the federation website in accordance with the schedules found elsewhere in these Bylaws. e. Handling of Ballots. 1. An annual member in good standing may cast his or her vote on either the original ballot as sent by the federation or on a copy of the same. 2. A candidate may make copies of the blank ballot and distribute the same to individual voters. 3. Once a voter has begun to complete a ballot, no one but the voter shall view or handle the ballot until it is mailed to the election administrator. f. Return of Ballots. Each completed ballot shall be mailed by the individual voter to the election administrator. g. Counting of Ballots. Ballots shall be counted by the election administrator and the results posted to the federation website as directed elsewhere in these Bylaws. h. Verification of Ballots. The election administrator shall randomly verify enough of the ballots received in each election to convince the administrator that the election was free from unfair influence and manipulation. i. Secrecy of Ballots. Ballots cast in federation elections shall treated as secret ballots. Totals shall be released as provided elsewhere in these Bylaws, but the actions of each individual voter shall be not be disclosed without the express written consent of the individual voter. j. Protest of Election. 1. A candidate for a post as a General Director or an Athlete Director may protest the results of an election in which he or she was involved. The provisions of Article XV and the time lines specified in Sections 2 and 3 of Article XXI shall govern this process. No other protest of an election for a General Director or an Athlete Director is permitted. 2. The results of a vote on an issue other than the election of a director may be protested by a petition signed by at least 50 annual members in good standing. The provisions of Article XV and the time lines specified in Section 2 of Article XXI shall govern this process. No other protest of such a ballot issue is permitted. k. Certification of Election. The election shall be certified by the election administrator and notice of the same shall be promptly posted on the federation website. ARTICLE XXII. Sunshine Policy. USA Triathlon believes that prompt and complete disclosure to the membership and the public at large of a wide variety of information on federation decisions and activities is a critical feature of good governance. Accordingly, the following is provided: Section 1. Minutes of Board Meetings. a. Minutes of a board meeting shall be prepared, distributed, amended, and approved within 10 calendar days from the date of the meeting. b. The minutes of any board meeting shall include a fair summary of all matters discussed in the meeting, the text of any resolution submitted to a vote, a fair summary of all discussion on said resolution, and a list of how each director voted on said resolution. c. The approved minutes of a meeting shall be posted prominently and in their entirety to the federation website within 15 days of said meeting. Section 2. Financial Statements. a. Detailed and audited financial statements shall be prepared on an annual basis by a qualified CPA. These statements shall be more than mere summaries in broad categories; they should include sufficient detail so as to allow federation members and the public at large to understand the financial affairs and status of the federation. Example: under income, the statement should not present a single figure for “individual memberships”, but instead should break out the amounts received from each category of membership. Example: under expenses, the statement should not present a single figure for “salaries & wages”, but rather should list the salary for each position. b. The detailed and audited financial statements shall be published prominently and in their entirety on the federation website within 10 days of their submission to the federation. Section 3. Minutes of Committee Meetings. a. Minutes of a committee meeting shall be prepared, distributed, amended, and approved within 10 calendar days from the date of the meeting. b. The minutes of any committee meeting shall include a fair summary of all matters discussed in the meeting, the text of any resolution submitted to a vote, a fair summary of all discussion on said resolution, and a list of how each director voted on said resolution. c. The approved minutes of a meeting shall be posted prominently and in their entirety to the federation website within 15 days of said meeting. Section 4. Federation Website. Since the federation’s website offers a unique opportunity for timely, in-depth, and cost-effective communication with the membership and the public at large, the federation’s goal shall be to use the website to its fullest potential to promote the goal of open and robust communication with all interested parties. This effort shall include, but not be limited to the following: a. The website shall offer a forum for submission of suggestions, inquiries, and opinions. b. The president of the board shall hire or appoint a person whose job it is to respond promptly and thoroughly on behalf of the federation to submissions on the forum, and to report periodically to the board on all such exchanges. Section 5. Freedom of Information. a. If an annual member in good standing of the federation shall file a written request for a document which has not yet been made available to the membership and the public at large, that document shall be posted prominently on the federation’s website within seven days of the receipt of said written request. Additionally, the member requesting said document shall be promptly notified in writing of the date and place of the posting. b. A document shall be exempt from the requirements of this section if and only if it contains information the release of which would violate a specific law or regulation of a controlling governmental entity. ARTICLE XXIII. Miscellaneous. Section 1. Compliance with Applicable Law. All provisions of these Bylaws shall be construed to conform and comply with all applicable state and federal laws and regulations. Section 2. Severability. If any of the provisions of these Bylaws are held to be partially or wholly invalid or unenforceable, that holding shall not affect, alter, or impair any of the other provisions of this document. In such event, the Bylaws shall be construed as if the invalid or unenforceable provisions were omitted.