Our Bylaws

MARYLAND STATE WRESTLING ASSOCIATION, INC. BYLAWS 

1. NAME AND PURPOSES:  The name and purposes of the Corporation are set forth in the
Articles of Incorporation. 
 
2. PRINCIPAL OFFICE OF THE CORPORATION:  The principal office of the Corporation
shall be a street address designated by the Executive Board of Directors.
 
3.  MEMBERS OF THE CORPORATION:  
 
3.1.   Members .  The Corporation shall have one or more classes of members, as shall be
determined from time to time by the Executive Board of Directors . The Members of the
Corporation , who shall be eligible to participate in member functions and elections of
directors,  shall be individuals who: 
 
a) have a current USA Wrestling  Athlete Membership, Booster Club Membership,
or “Wrestling Leader Membership”;
b) have not violated the MSWA Code of Conduct; 
c) have not violated the MSWA Abuse and Harassment  Policy; 
d) have no Conflict of Interest as defined   herein;
e) support the mission and purposes of the Corporation, apply for membership in the
Corporation, are approved for membership, and timely pay the dues established by the
Corporation.  
 
The Executive Board of Directors  shall have the right to deny or terminate the
membership of any individual, or to deny access to or participation in the programs or
services of the Corporation, if such individual fails to meet the qualifications for
membership, or engages in ac tivities that are contrary to the interests of the Corporation.  
 
3.2. Rights of Members.  Membership shall entitle Members to participate in the programs
of the Corporation with the rights and benefits that are accorded to Members from time to
time.  To be eligible to vote in the election of Directors and on other matters that are put
before the membership, Members must be  at least 18 years of age , and must be actively
engaged in the organization, which may be demonstrated by participating in at least four 
meetings , including meetings of the Maryland State Wrestling Association and Regional
Meetings,  during the fiscal  year.  Record of participation, and therefore eligibility to vote, 
will be maintained by the Vice-Chair of the organization.   The Executive Board, in its
sole discretion, may waive the participation requirement for any individual member in
writing , upon that member’s written request for such waiver delivered to the Secretary,
and a demonstration of good cau se why the requirement could not be met.  Additionally,
one representative of each USAW club may vote in elections, whether or not they satisfy
the active engagement requirement, provided the club was chartered prior to the last day
of the previous calenda r year (December 31). 
 
3.3. Annual  Meeting of the Members.  The annual meeting of Members shall be held every year at a place and on an hour and date fixed by the Executive Board of Directors and
upon not less than ten (10) days’ prior written notice; however, failure of notice to any
Member shall not invalidate the meeting or any action taken thereat.  At the annual 
meeting, eligible Members shall elect Executive Board members  from among thos e
persons who have been duly nominated, and shall discuss and vote on such additional
matters, if any, as may be put before them by the Board .
 
3.4. Special Meetings of the Members.  Special meetings of the Members of the
Corporation may be held at any time or place upon call by the Chair of the Executive
Board of Directors, or by Directors constituting a majority of the Board, or otherwise as
permitted by law, and upon not less than ten (10) days ’ written notice.  The notice shall
state the time and place of the meeting and the purpose or purposes for which the meeting
is called. 
 
3.5. Waiver of Notice.  A Member may waive any notice requirement by signing a written
waiver of notice and delivering it to the Corporation for inclusion in the minutes or filing
with the corporate records.  An individual’s attendance at a meeting shall consti tute
waiver of notice unless he or she, at the beginning of the meeting, objects to holding the
meeting or discussing business at the meeting.  
 
3.6. Quorum for Member Meetings.  A quorum for the transaction of business at the annual 
meeting of the Member s and at any special meeting of Members shall consist of a simple
majority  of the Members of the Corporation  who are entitled to vote , present and
participating in person or by written proxy.   In the event of a tie vote, the sitting Chair
shall break the tie.
 
3.7. Proxy Voting.   Members may cast their votes in person or by written proxy.  Votes cast
by written proxy shall be cast in conformance with Maryland law regarding proxy voting. 
Individuals represented at a meeting of Members by written proxies shall be counted in
determi ning the presence of a quorum. 
 
4.  EXECUTIVE BOARD OF DIRECTORS :
 
4.1. Classes:  There shall be only one class of Directors. 
 
4.2. Role/Number:  The business and affairs of the Corporation shall be governed by a n
Executive Board of Directors  (hereinafter  the “Board” ) which shall be composed of no
more than  fifteen (15)  persons and no fewer than five (5) persons. 
 
4.3. Composition:  The Board shall , at all times,  be composed of persons dedicated to the
mission of the organization , possessing the skills to govern the organization and
inclusive of  the diversity of the  community being served.  Board members must be
residents of Maryland and at least 2 5 years of age  to be eligible to serve.   Residenc y may
be established by any of the following documents:  a current Maryland  driver’s license
that contains a photograph, a federal, state, or local identification card with a photograph
on it, a voter’s registration card, a current lease or mortgage statement that shows the name and address, a utility bill that shows the name and address, or a W -2 Form. 
 
4.4. USA Wrestling  Affiliation :  The Association shall be governed and managed in
compliance with these bylaws, USA Wrestling Bylaws, USA Wrestling Policy, and t he
USA Wrestling Affiliation Agreement. 
 
4.5. Election/Vacancies:  At each annual meeting of the Members, Directors to serve for the ensuing term shall be elected by the Members eligible to vote.  Terms of service shall
commence on August  1, prior to the beginning of the new fiscal year  which begins on
September 1 .  Vacancies occurring between annual meetin gs may be filled for the
balance of the term by election by the remaining Director s.
 
4.6. Term:  Each Director shall hold office for a term of two (2) years or until a successor is
duly elected .  Commencing in 2019, the Directors shall be divided into two
approximately equal groups, one -half of them to serve for an initial term of one (1) year,
and o ne-half of them to serve for an initial term of two (2) years.  The following
positions shall be elected  in 2019  to initial terms of one year , but will be eligible for two
year terms following the first year :  Vice Chairman, Treasurer, Regional Director North,
Regional Director East, Board Member at Large #3, Board Member at Large #4, and
Kid’s Director.  The following positions shall be elected  in 2019  to initial terms of two
years:   Chairman, Secretary, Regional Director West, Regional Director South, Regional
Director Central, Board Member at Large #1, Board Member at Large #2, Women’s
Director.  
 
4.7. Removal:  Any Director may be removed from office , with or without the assignment of
any cause, by a vote of the majority  of the Directors in office .  A vote for removal may
occur  at any meeting of the Board convened in compliance with these bylaws, provided
that written notice of the intention to consid er removal of such Director has been
included in the notice of the meeting.  No Director shall be removed without having the
opportunity to be heard at such meeting, but no formal heari ng procedure need be
followed. 
 
4.8. Employment by the Corporation shall disqualify an individual and any member of the
individual’s immediate family from eligibility for election to the Executive Board of
Directors . Employment of a Director or a member of a Director’s immediate family by
the Corporation shall lead to the resignation of the Director from the Board. 
 
4.9. Resignation:  A Director may resign by submitting a written resignation to the Chair or
to the other Directors, if the resigning Director is the Chair. Failure of any director to
participate in the activ ities of the Executive Board of Directors  as evidenced by the
failure to attend at least ¾ of the meetings of the Executive Board of Directors  in a 12 -
month period without excuse will be considered a n automatic resignati on. 
 
5.  OFFICERS OF THE BOARD
 
5.1. Election/Vacancies:  The officers shall consist of Chair, Vice -Chair, Secretary, and Treasurer and such additional vice chair s or assistant secretaries or assistant treasurers
as the Board may from time to time appoint.  The officers shall be elected by the Members at the annual meeting of the Corporation.  Any vacancy occurring in any office, for whatever reason, shall be fille d by the Board and any Director so elected shall fulfill the term of his/her predecessor. 
 
5.2. Term:  Officers shall serve a term of 2 years and until their successors are elected, or
until they are removed for cause. 
 
5.3. Removal:  An officer may be removed  from  office, with or  without cause, as
determined by a two-thirds  (2/3)  majority  vote of the Board present at any meeting at
which there is a quorum . 
 
5.4. Resignation:  An officer may resign by submitting a written resignation to the Chair 
or Secretary . If the resigning officer is the Chair , the officer may resign by submitting
a written resignation to the other Directors. Resignation as an officer does not
constitute resignation from the Board . 
 
5.5. Authority and Duties:  The Officers shall have the authority and responsibility
delegated by the Board as follows: 
 
5.5.1.  The Chair  shall preside at and conduct all meetings of the Board and of the
Executive Committee.  The Chair  may sign all contracts and agreements in the
name of the Corporation after they have been approved by the Board, serve as the
representative of the Corporati on in meetings and discussions with other
organizations and agencies, and otherwise perform all of the duties which are
ordinarily the function of the office, or which are assigned by the Board .
 
5.5.2.  The Vice -Chair shall perform the duties of the Chair if the Chair is unable to do
so or is absent; and perform such other tasks as may be assigned by the Board
and, at the request of the Chair, assist in the performance of the duties of the
Chair.
 
5.5.3.  The Secretary shall k eep accurate records and minutes of all meetings of the
Corporation; make available minutes of the previous meeting and distribute them
in advance of each meeting; cause to be delivered all notices of meetings to those
persons entitled to vote at such meet ing; and maintain the minutes and a current
listing, with contact information , of the Directors at the office of the Corporation.  
 
5.5.4.  The Treasurer shall ensu re there is timely and adequate management of financial
resources and reporting to enable the Board to monitor the organization’s financial resources. The Treasurer shall advise the Board of any significant financial matters that require action by the Board.   If required, the Treasurer shall ensure that the Board engages a qualified auditor for an annual examinat ion of the financial statements. The Treasurer shall serve as a member of the Finance Committee and may serve as this committee’s chair. 

5.5.5.  Other officers appointed by the Board shall perform such duties as may be
specified in writing  by the Board or by officers given authority over them. 
 
6. BOARD MEETINGS: 
 
6.1. Annual  Meeting:  The Annual  Meeting of the Corporation shall be held at such date
and time as is determined by the Board. 
 
6.2. Regular Board Meetings:  Regular meetings of the Board shall be held at least
quarterly and may be scheduled more often by the Chair.  One of the regular meetings
shall be held without notice immediately following and at the same place as the
annual member ’s meeting. 
 
6.3. Special Meetings:  Special meetings of the Board shall be held at any time and at any
place when  called by the Chair  or by at least three  (3) Directors .  Business transacted
at special meetings shall be confined to the purposes of t he meeting stated in the
notice of the meeting. 
 
6.4. Notice of Meetings:  Notice of regular Board meetings, including the annual meeting,
shall be in writing and delivered at least 10 days and no more than 30 days before the
day of the meeting to all Board members. Notices of special meetings shall state that
it is a special meeting being called and may be given orally or in writing at least 48
hours prior to the meeting time. Written notice of meetings may be delivered by
electronic transmission.  Failure of any  member  to respond to notice  shall not
invalidate the meeting or any action taken at the meeting.  
 
6.5. Executive Se ssion: At any meeting of the Board, where a quorum is present, the
Board may, by a majority vote, decide to enter an executive session in which only
voting Directors  and other persons invited by the B oard may be present.  The decision
to enter executive session shall be recorded in the minutes, and actions taken may be
recorded in the minutes. Executive session minutes may be kept separately and
confidentially, and need not include the  discussion, only actions taken. 
 
6.6. Quorum:  At meetings of the Board, a quorum shall consist of a simple majority or
fifty percent (50%) plus one (1) of the Directors then serving, present in perso n
including as defined in (6.8) below.  
 
6.7. Voting:  Except as otherwise provided in these bylaws, decisions of the Board shall
be by vote of a majority (fifty percent (50%) plus one (1) of those present, assuming a
quorum.  Each Director shall have one vote.   Directors may vote only in person or as
defined in section 6.8 below. There shall be no proxy voting. 
 
6.8. Telephone and Electronic Participation: Directors may participate in Board meetings
and vote on matters discussed therein, by means of a conference telephone or similar
communications equipment by means of which all persons participating in such meeting can hear each other at the same time. Participation by such means shall constitute in person presence of the Director at the meeting.   

6.9. Action without Meeting:  Any action which may be properly taken by the Board
assembled in a meeting may also be taken with out a meeting, if unanimous consent in
writing setting forth the action taken is signed by all of the Directors entitled to vote
with respect to the action.  Such consent shall have the same force and effect as a vote
of the Directors assembled and shall b e filed with the minutes. 
 
7. COMMITTEES:  The Executive Board of Directors, by resolution adopted by a majority of
the Executive Board of Directors present at a meeting where there is quorum, may designate one or more committees.  Co mmittees may be formed on an ad -hoc basis or may be a standing committee as provide d below or in the resolution.  The Board, by majority, shall appoint the members and the Chair of all committees. The Board Chair m ay appoint to committees’ persons who are not Directors of the Corporation.  All committees created by the Executive Board of Directors shall be chaired by a member of the Executive Board of
Directors or in the case of co -chairs at least one chair must be a member of the Board unless otherwise specified herein.  The Board Chair shall serve as an ex officio member of all
committees.  Committee minutes must be kept and record the date and meeting agenda, those in attendance and any action taken by the committee minutes must be shared with the Board and must become part of the corporate record.    
 
7.1. Each committee shall exercise the authority of the Executive Board of Directors  to
the extent authorized by the Executive Board of D irectors .  However, a committee may not by itself: 
7.1.1.  Approve action that requires full Board approval by law;
7.1.2.  Fill vacancies on the Executive Board of Directors or any of its committees; 
7.1.3.  Amend the Articles of Incorporation; 
7.1.4.  Adopt, amend or repeal the Bylaws; 
7.1.5.  Approve a plan of merger, consolidation or dis solution; or transfer of assets of the
corporation; 
7.1.6.  Employ or discharge anyone from employment with the Corporation ;
7.1.7.  Other than the executive committee if so charged, committ ees may not enter into
any agreement, contract or obligatio n on behalf of the organization; 
7.1.8.  Other than the executive committee if so charged, Committe es and the ir members
shall not portray themselves as representing the organization as a whole publicly. 
 
7.2. There shall  be the following standing committees: 
 
7.2.1.  Executive Committee. The Executive Committee shall be comprised of the Chair,
the Vice Chair, the Secretary, the Treasurer, and one (1) member of the Board elected at large each two-year officer term by the Executive Board of Directors.  When the Executive Board of Directors is not in session, the Executive Committee shall possess and exercise all powers of the Executive Board of Directors in the management of the business and affairs of the Corporation th at lawfully may be exercised by the Executive Committee, except as specified in Section 7.1.  The Executive Committee shall provide reasonable notice of meetings of the executive committee to all board members and shall include a summary of the circumstanc es requiring any expeditious action taken by the Executive Committee. The Executive Committee shall then provide a complete report on such action along with minutes of the meeting at the next meeting of the Board, and may elect to do so in executive session.  Care will be taken to ensure that only those issues necessitating discussion/action prior to the next Board meeting be addressed.   The Executive Committee is responsible for recommending and overseeing proced ures for the evaluation of the job
performance of the Chief Executive Officer and, as necessary, for succession planning. 
 
The Executive Committee shall be responsible for oversight of the financial operations of the Corporation.  While serving on the Executive Committee, a member of the Committee shall not: (i) accept any consulting fee, advisory fee, or other compensation or bene fits from the Corporation; or (ii) have participated in any other transactions with the Corporation in which he or she has a financial interest within the previous year.  Regarding financial oversight, the Committee shall undertake at a minimum the following responsibilities:  
 
7.2.1.1.  Review, discuss and recommend changes to the proposed annual
Corporation budget and submit for app roval to the Board of Directors ;
7.2.1.2.  Review, discuss and present the financial statements to the Board of the
Corporation for approval, at least quarterly; 
7.2.1.3.  Oversee the Corporation’s audit if required, including appointing the
auditor and receiving the auditor’ s report ;
7.2.1.4.  Recommend and review policy and procedures for: (a) the receipt,
retention, and treatment of complaints received by the Corporation
regarding accounting, internal accounting controls, or auditing matters;
and (b) the confidential, anonymous submi ssion by employees of the
Corporation of concerns regarding questionable accounting, auditing or
other financial matters ;  
7.2.1.5.  Periodically, review and discuss the quality, quantity, substance and
dissemination of financial information provided to the Board o f Directors 
and the Committee, recommending improvements as necessary; and 
7.2.1.6.  Monitor the investments of the Corporation and develop and recommend
to the Board changes to the Corporation’s investment and endowment
policies as appropriate. 
 
8. APPOINTED OFFICERS AND STAFF :
 
8.1. The Board may appoint any staff person, with a title appropriate to the functions of
the position.  Other staff shall be appointed by the highest-ranking staff person.

8.2. The Board may delegate any duties and authority to the highest ranking staff person,   
which  duties and authority shall be memoriali zed in a written job description. 
 
8.3. The highest ranking staff person  shall be subject to hire and termination by the Board. 
Other appointed staff shall  be subject to hire and termination  by the highest ranking
staff person . 
 
8.4. Except when the Board is meeting in executive session, t he highest ranking staff
person  shall attend and participate in meetings of the Board and of committees as
staff to the Board  and the committees but shall not be entitled to a vote .
 
9. CONFLICT OF INTEREST : The Board shall adopt a conflict of interest policy that covers
board members, staff members, and volunteers with significant decision -making authority
with respect to the reso urces of the organization. The conflict-of-interest policy should
identify the types of conduct or transactions that raise conflict of interest concerns, set forth
procedures for disclosure of actual or potential conflicts, and should provide for review of 
individual transactions by the uninvolved Directors.  Approval by the disinterested Directors shall be by vote of a majority of Directors in attendance at a meeting at which a quorum is present.   An interested party shall not be counted for purposes of determining whether a quorum is present, nor for purposes of determining what constitutes a majority vote of Directors in attendance.   The p olicy should also require that the minutes of the meeting shall reflect that the conflict disclosure was made, the vote taken and, where applicable, the abstention from voting and participation by the interested party. 

10. ADDITIONAL POLICIES:  In addition to the Conflict of Interest Policy, the Executive
Board of Directors  shall maintain additional policies and procedures, including but not
limited to: 
a) Internal Grievance Procedure 
b) MSWA Code of Conduct 
c) USA Wrestling Policy on Abuse and Harassment (adopted from USA Wrestling) 
d) USA Wrestling Background Screening Policy  (adopted from USA Wrestling) 

11. INDEMNIFICATION:  The Corporation shall indemnify its directors and officers to the
fullest extent permitted by state and federal law including the payment of related legal
expenses. 

12. INSURANCE:  The Board shall evaluate the organization’s needs for insurance coverage as appropriate for its activities including but not limited to general liability insurance, and
directors and officers’ liability insurance. 

13. COMPENSATION:  The Directors of the Corporation shall serve without compensation.
Directors may be reimbursed for pre-approved expenses reasonably incurred on behalf of the Corporation.  Nothing in this paragraph is intended to preclude a Director from receiving compensation for his/her service to the Corporation in some other capacity, provided the transaction is consistent with the organization ’s conflict of interest policy and these Bylaws.

14. CORPORATE RECORDS:  The Corporation shall keep correct and complete books and
records of account and shall also keep minutes of the proceedings of the Executive Board of
Directors , and all committees, and shall keep at the principal office of the Corporation a
record of the names and addresses of the Directors  as well as its Articles of Incorporation,
Bylaws, and board approved policies. The Corporation shall make available to the public its
application to the IRS for tax exempt status, its IRS determination letter, and its  three most
recently filed IRS Form 990 s. Upon written request, a ll books and records of the Corporation may be inspected by any Director within three (3) business days.  

15. SIGNATURE AUTHORITY:  All checks, notes, acceptances, and orders for payment of
money shall be signed by any individual(s) authorized by the Board as described in the
organization’s financial policies. All contracts, leases and deeds of any kind shall be signed
by the Chair, Vice Chair or any other agent of the Corporation designated by the Board.

16.  FISCAL YEAR:  The fiscal year of the Corporation shall be from September 1st to August 
31st. 

17. AMENDMENTS:  These bylaws may be amended by a two-thirds (2/3) vote of the Directors
present and e ntitled to vote at a meeting at which a quorum is present.  Any proposed
amendment(s) must be submitted to the Directors in writing with written notice of the
meeting to decide on the proposed amendment(s) at least ten (10) days prior to the meeting date.  

18.  NON -DISCRIMINATION:   The Corporation shall not discriminate against any person on
the basis of age  (40 and older) , marital status,  sex (including pregnancy, childbirth, and
related medical conditions) , race, color, national origin, citizenship status, ethnicity , sexual 
orientation, gender identity,  disability: physical or mental , genetic information, or political or religious opinion or affiliation in any of its policies, procedures or practices. 

19. DISSOLUTION:  The Corporation may be dissolved by a two-thirds (2/3) vote of the
Directors then serving provided that notice of the proposed dissolution has been submitted to the Directors in writing with written notice of the meeting date to de cide on the proposed dissolution at least thirty (30) days prior to the meeting date.  In the event of dissolution, the Board shall dispose of all of the net assets of the Corporation exclusively to such organization(s) which are organized and operated exc lusively for charitable or educational purposes as shall at the time qualify as an exempt organization under section 501(c)(3) of the Internal Revenue Code.  Any remaining assets not disposed of by the Board shall be disposed of by the Court in the jurisdi ction in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations. 
Adopted by the Board this day of 2019.