USA Fencing

COLORADO SPRINGS, Colo. —  At its meeting on February 16, 2023, the USA Fencing Board of Directors voted to publish the following proposed amendments to the USA Fencing Amended and Restated Bylaws (“Bylaws”) for comment pursuant to Bylaw Section 14.2.a.  Members are invited to submit comments regarding these proposed changes, and may do so by following this link. 

This notice — in addition to fulfilling USA Fencing’s commitment to transparency — is required by the Bylaws themselves, which state (in 14.2.a) that “not later than 45 days before the date of any meeting of the Board at which an amendment or new bylaw is to be considered, a general notice of the proposed change shall be published prominently on the USFA’s website.”

The proposed amendments below will be considered for adoption at the next meeting of the Board, scheduled for April 16, 2023. There is no deadline for the submission of comments, but the Board requests that they be provided well in advance of the meeting so that all comments may receive due consideration.

Many of the proposed amendments are technical or editorial, but some are significant.  Each is followed by a statement of the reasons behind the proposed change.  

In the following statement of the proposed changes, suggested modifications of existing provisions are noted in red by striking through language to be omitted and by underlining language to be added. 

Where a proposal is for a new section or subsection, or replaces an existing provision in its entirety, it is set forth fully, in black.

1. What is proposed: That all references in the Bylaws to “Vice-Chair,” “Vice-Chairs,” “Vice Chair,” “Vice Chairs,” and “Vice Presidents” will be changed to read “Special Board Member” or “Special Board Members” as the context requires, except for such references in Section 12.11, which shall remain unchanged.

Reason for the proposed change:  A change in the title of this position was recommended by the Chair of the Board. The terms “Vice-Chair” and “Vice Chair” and their plural forms appear numerous times in the Bylaws but do not reflect the role of the positions to which they refer.  For example, the Vice-Chairs do not stand in the line of succession to the duties of the Chair of the Board.  Instead, as described in Section 6.1.d, these positions exist to “advise the Board of Directors, assist the Chair of the Board in the discharge of the duties of that office, and perform such other duties as may be assigned by the Board of Directors.”  The term “Special Board Member” more accurately describes those functions.  “Vice Presidents” appears once in the Bylaws (in Section 9.3), apparently as an artifact of earlier terminology that was overlooked when use of that term was discontinued by previous amendments.  Section 12.11 is excluded from the proposed amendment because it refers to Vice-Chairs of the Referees’ Commission and the designation remains accurate and appropriate in that context.
 

1. What is proposed: That in Sections 7.4.c and 7.6.c the term “AtLarge Directors” be corrected to read “At-Large Directors.”

Reason for the proposed change:  This is simply and editorial correction.  The Bylaws contain 23 references to the position of At-Large Director.  In all but these two the term is hyphenated.  These two represent typographical or proofreading errors and should be corrected and harmonized with the other spellings of the term.
 

1.  What is proposed: That the Section captioned “Treasurer and Vice Chair Candidates” and currently numbered as Section 9.3 be relocated and renumbered to become Section 6.1.e.

Reason for the proposed change:  There are two reasons for the change.  First, and most importantly, Article IX addresses “Elections.”  The Vice-Chairs (to be renamed “Special Board Member” if item 1, above, passes) and Treasurer are not elected positions, so the current placement is anomalous.  This provision, regarding these officers’ qualifications to serve should be set forth in proximity to other provisions regarding their selection, in Section 6.1.  Second, as currently published, the Bylaws contain two sections numbered 9.3, so at least the numbering of one should be revised.
 

1. What is proposed: That Section 10.4 be restated to read in its entirety as follows:

Section 10.4. Removal of Treasurer or Vice Chairs. The Treasurer or Vice Chairs of the USFA may be removed by the Board of Directors, with or without cause, as follows: by a duly adopted resolution of the Board of Directors.

 

1. The Treasurer may be removed only after having been provided notice and an opportunity to be heard by the Board of Directors and upon the affirmative vote of two-thirds of the Directors present and voting.

 

1. The Vice Chairs may be removed by a duly adopted resolution of the Board of Directors.

 

Reason for the proposed change:  This amendment does not change the procedure for removal of the Vice-Chairs (to be renamed “Special Board Members” if item 1, above, passes).  However, because the Treasurer serves as a check on improper use of USA Fencing funds, removal from that office should be made more difficult to protect against a small segment of the Board abusing the removal power to protect wrongdoing or hide mismanagement.  Providing the Treasurer with the opportunity to address the Board before a removal vote is taken and requiring a supermajority of the Board’s vote to remove should provide adequate assurance against abuse of the removal process.  

 

1. What is proposed:  That Section 6.2 regarding the terms of officers be amended to read in full as follows:

 

Section 6.2. Terms of Officers.

1. Chair of the Board of Directors.  The Director appointed as the Chair of the Board serves at the pleasure of the Board of Directors until they are no longer qualified or until a new Chair of the Board is approved by a majority of the Board.  Once a new Chair of the Board is so approved, the former Chair will continue to serve any remainder of their term as an At-Large Director. 

 

1. Treasurer and Vice-Chairs.  Unless otherwise removed as provided in these Bylaws, Special Board Members and the Treasurer shall serve terms of approximately two years, from adjournment of the annual meeting of the Board of Directors at which they are appointed until adjournment the second annual meeting following their appointment.

 

1. Terms Limited. The Chair of the Board’s term in office is subject to and not greater than their term as an At-Large Director, including limits placed thereon in these Bylaws.  An individual may serve as Treasurer or Vice-Chair for no more than eight (8) consecutive years.

 

Reason for the proposed change:  The proposed amendment breaks the existing Section 6.2 into three subsections.  The first section addresses the tenure of the Chair of the Board and clarifies that if a Director serving in that position is replaced during their term as an At-Large Director, they continue to serve in that capacity.  The second section recognizes that annual appointment of the Vice-Chairs (to be renamed “Special Board Members” if item 1, above, passes) and the Treasurer as in the current Bylaws is inconvenient and unnecessary and gives these officers too little time to understand and discharge the duties of their positions before having to stand for retention.  Giving them approximately two-year terms from the end of the annual meeting at which they were selected to the end of the annual meeting two seasons later addresses that, and with At-Large Directors now serving staggered terms of four years that end in even numbered years, any new members of the Board will have the opportunity to assess and pass on the credentials of incumbent or newly nominated Vice-Chairs and Treasurers.  The third section establishes term limits for the Chair and Treasurer.  With respect to the Treasurer, it makes sense to prevent the relationship between that individual and staff or volunteer leadership from growing too close.

 

1. What is proposed:  That Sections 7.19 and 12.10 of the Bylaws be amended to read in their entirety as follows; that there be added a new Section 12.13 as set forth below; and that existing Sections 12.13 to 12.17 be renumbered as Sections 12.14 to 12.18.

Section 7.19. Disciplinary Powers and Procedures. The ultimate disciplinary power of the USFA shall be vested in the Board of Directors, which shall, by a two-thirds vote of the members voting, have the power to suspend, expel, deny continuation of membership or deny readmission to membership of any member whose conduct may be deemed detrimental to the welfare, interests or character of the USFA, provided that at least a majority of the members of the Board of Directors cast an affirmative or negative vote on the question. 
 

a.  The adjudication of disciplinary matters by the Grievance and Discipline Committee, Referees’ Commission or any other body given disciplinary authority by the Board of Directors or these Bylaws shall be presumed to have the full authority of the Board of Directors and shall be self-executing without further action by the Board of Directors unless appealed.  If appealed, the suspension, expulsion, denial of continuation of membership or denial of readmission to membership shall be upheld if approved by the affirmative vote of two-thirds of the Directors voting, provided that at least a majority of the total number of Directors in office cast an affirmative or negative vote on the question.  Any other legal sanction may be affirmed or imposed by the Board of Directors upon a majority vote.

a.  Any other legal sanction may be imposed by the Board of Directors upon a majority vote or by action of any committee or commission designated by the Board of Directors or including, but not limited to the Ethics Committee and the Referees’ Commission, whose disciplinary procedures shall have been approved by the Board of Directors. 
 

b. Sanctions shall be imposed by the Board of Directors or such designated committee or commission only after adherence to procedures for the protection of the due process rights of the accused. The procedures to be used with respect to resolving disputes on matters of discipline, grievances, eligibility, or participation shall be set forth in the Operations Manual, the Athletes Handbook or the published procedures of the designated committees or commissions. All panelstribunals affecting any individual’s participation in protected competition constituted under this section shall include no less than one-third Athlete members as defined in Appendix II. 
 

c. The imposition of competitive penalties within the Rules of Competition shall not be considered disciplinary action.

 

Section 12.10. Ethics Committee. 

a.   Purpose. The Ethics Committee shall promote and help sustain a culture of ethical conduct throughout the USFA. The Ethics Committee shall review all USFA codes of conduct, conflict of interest regulations and disclosures, and other policies and reports addressing prescribed and recommended standards of behavior of USFA members, contractors, and employees. The Ethics Committee may recommend to the appropriate promulgating authority proposals for adoption, revision and improvement of codes and policies concerning ethical conduct of persons associated with the USFA. The Ethics Committee shall prescribe standards and forms for the disclosure of actual, apparent and potential conflicts of interest, and shall not less frequently than annually review such disclosures and make a report thereof to the Board of Directors. 
 

b. Operations. The Ethics Committee shall: 

i. address inquiries regarding the applicability, compliance or noncompliance with promulgated ethical standards that are referred to it by the National Office, Board of Directors, USFA members, or undertaken on its own initiative; 

ii. shall review complaints alleging ethical violations that are referred to it by the National Office or Board of Directors or undertaken on its own initiative on an ongoing basis all USFA codes of conduct, conflict of interest regulations, and other policies addressing prescribed standards of behavior of USFA members, contractors and employees, and shall recommend to the Board of Directors revisions thereto; 

iii. shall conduct disciplinary and grievance proceedings within its jurisdiction review and opine on conflict of interest concerns referred to it by those charged with the initial review of conflict of interest disclosures; and 

iv. shall refer to the Board of Directors Grievance and Disciplinary Committee (or its designated administrator) or to another appropriate body any recommendations for commencement of disciplinary proceedings that the Ethics Committee deems advisable. 
 

c.   Composition. The Ethics Committee shall consist of six members, four of whom shall be chosen by the Board of Directors and two athletes, who meet the requirements in Appendix II. Of the members chosen by the Board, at least one shall be an individual who meets the criteria for Independent Directors and at least one shall be a member of the Legal Resources Group. The athlete members shall be selected by the Athlete Council. The Board of Directors shall select the Chair of the Ethics Committee. Each member of the Ethics Committee, however chosen, shall serve a term of two years commencing with adjournment of the Annual Meeting of the Board of Directors. If there is a vacancy on the Ethics Committee, the body that selected the member who is no longer serving shall select a successor who qualifies for and meets the requirements of the vacant position. The Board of Directors and the Athlete Council shall provide for staggered terms of the members each body selects by limiting one half of its initial appointees after the effective date of these Bylaws to one-year terms.

 

Section 12.13. Grievance and Discipline Committee.

1. Purpose.  The Grievance and Discipline Committee shall be responsible for the administration and adjudication of all grievances and disciplinary complaints falling within its jurisdiction as prescribed by the Board of Directors and not assigned by these Bylaws to another authority.  

 

1. Operations.  The Grievance and Discipline Committee shall operate under procedures adopted by the Board of Directors.  To the extent not inconsistent with Board of Directors prescribed procedures, the Grievance and Discipline Committee may adopt such practices and procedures as it deems appropriate and useful to the discharge of its duties.

 

1. Composition.  The Grievance and Discipline Committee shall consist of six members, four of whom shall be chosen by the Board of Directors, and two athletes who meet the requirements in Appendix II. Of the members chosen by the Board of Directors, none shall be a member of that body and at least two shall be licensed or retired attorneys.  The athlete members shall be selected by the Athlete Council. The Chair of the Grievance and Discipline Committee shall be selected by the Board of Directors and shall be a licensed or retired attorney. Each member of the Grievance and Discipline Committee, however chosen, shall serve a term of two years commencing with adjournment of the Annual Meeting of the Board of Directors at which they are selected, and there shall be at least one licensed or retired attorney in each two-year cohort. If there is a vacancy on the Grievance and Discipline Committee, the body that selected the member who is no longer serving shall select a successor who qualifies for and meets the requirements of the vacant position to fill the balance of the term of the vacating member. The Board of Directors and the Athlete Council shall provide for staggered terms of the members each body selects by limiting one half of its initial appointees after the effective date of this Section 12.13 to one-year terms.

Reasons for the proposed changes:  These significant changes, as a group, accommodate the creation of a Grievance and Discipline Committee to consolidate and simplify the adjudication of complaints involving members of USA Fencing and the organization itself.  At its meeting on February 16, 2023, the Board of Directors created a Grievance and Discipline Committee.  This amendment, if approved, would give that committee the protected status of being in the Bylaws. 

 

The amendments to Section 7.19 preserve the Board of Directors’ ultimate authority to impose the most severe sanctions that may result from disciplinary proceedings but streamline the process by allowing adjudications by the Grievance and Discipline Committee and Referees’ Commission (and other bodies that may be given jurisdiction in the future) to stand with the presumptive required approval of the Board unless an aggrieved party appeals the decision.  In the event of appeal, the existing requirement of a supermajority to affirm severe sanctions is preserved.  In subsection b, the word “panels” is changed to “tribunals” because the former word is not defined and is not generally understood in this context whereas “tribunals” is.  That such tribunals are panels of three members is established in the Grievance and Disciplinary Committee Complaint and Hearing Procedures that the Board of Directors approved on February 16. 2023.
 

The amendments to Section 12.10 clarify the Ethics Committee’s principal responsibilities of monitoring USA Fencing behavioral policies and conflict of interest issues, and transfer its disciplinary authority to the centralized administration of the newly created Grievance and Discipline Committee.  

 

The renumbering of current Sections is necessary if the provisions creating the G&D Committee are to preserve the current organization of the Bylaws by keeping committee designations, delineations, and descriptions together in consecutive sections. 
 

1.  What is proposed: That the multiple phrases in the Bylaws referring to Directors be made uniform through use of the words “Director” or “Directors” in each instance.  Specifically:

That in Section 6.3.a.i the phrase “one of its members” be changed to read “a Director;”

That in Sections 6.3.a.ii, 7.11.a, 7.11.b, 7.12, 7.15.c, 10.3.a, and 12.4 the phrases “member of the Board of Directors” and “members of the Board of Directors” be changed to read “Director” or “Directors” respectively;
 

That in Sections 6.3.a.iii, 7.15.c, and 7.19 (in the phrases “a two-thirds vote of the members” and “a majority of the members”), the word “member” or “members” be changed to read “Director” or “Directors” as the context requires;
 

That in Sections 7.4.a, 7.d, 7.7, 12.6.b, 12.7.b, and 14.2.a the phrases “member of the Board” and “members of the Board” be changed to read “Director” and “Directors” respectively;
 

That in Section 7.4 (first and last sentences) the phrase “voting members” be changed to read “Directors,” but that the phrase “non-voting members” in the first sentence not be changed; 
 

That in Section 7.9 the phrase “voting members of the Board of Directors” be changed to read “Directors;”
 

That in Section 7.14 the phrase “Board members” be changed to read “Directors;”
 

That in Section 7.20.a the phrase “its members” be changed to read “a Director;” and

That except for its use in the phrase “comparable director seat” in Section 7.4.d, that wherever the terms “director” and “directors” appear in the Bylaws they be changed to read “Director” or “Directors” respectively.
 

Reason for the proposed changes: These editorial changes, recommended by the parliamentarian, serve several purposes.  First, a voting member of the Board of Directors is properly designated as a “Director” and that term is used in establishing the composition of the Board as set forth in Section 7.4.  Additionally, the word “member” appears 140 times in the current Bylaws, but in so doing refers to several different statuses, often in the same sentence or paragraph, such as enrolled members, committee members, family members, etc.  The proposed change differentiates “members” of the Board of Directors from these other categories. Further, the Treasurer is described in Section 6.1.c as a “non-voting member of the Board of Directors,” and in the following proposed amendment (Item 8 below) it is suggested that vice-chairs (to be re titled “Special Board Members” if Item 1 above is adopted) and the Secretary be referred to in a similar manner.  Designating these positions as “non-voting members of the Board of Directors” distinguishes them from Directors, who do vote, clarifies their status, and removes ambiguities such as whether they may sit with the Board in executive session, fall within the scope of the attorney-client privilege, and have other, albeit not voting, duties, including fiduciary duties, of the Board.  (Certain of the changes called for in this Item 7 will be unnecessary if certain other proposed changes are adopted that either use the “Director” terminology or no longer refer to the position.)
 

1. What is proposed:  That the second sentence of Section 6.1.d be amended to read as follows:

Vice-ChairsSpecial Members of the Board shall serve as non-voting members of the Board of Directors, advise the Board of Directors, assist the Chair of the Board in the discharge of the duties of that office and perform such other duties as may be assigned by the Board of Directors.
 

And that the last sentence of Section 6.4, regarding the office of Secretary, be amended to read as follows:
 

The person or persons discharging these functions shall serve as a non-voting member of the Board of Directors and shall serve at the pleasure of the Chair of the Board.
 

Reason for the proposed changes:  Designating these positions as “members of the Board of Directors” clarifies their status and removes ambiguities such as whether they may sit with the Board in executive session, fall within the scope of the attorney-client privilege, and have other duties, including fiduciary duties, of Directors.  See also Section 7.4, which refers to “such other persons as are designated non-voting members by these Bylaws.”
 

1.   What is proposed: That in Sections 6.2 and 11.8 the phrase “annual meeting” be changed to read “Annual Meeting.”

 

Reason for the proposed change:  This corrects an editorial error.  All other appearances of the term, whether referring to the Annual Meeting of the Board or of the Membership, are capitalized.  The suggested change makes all such references uniform.
 

10.  What is proposed: That the following Section 7.10.c be added to the Bylaws:
 

Regular Meeting Agendas.  Not less than five days prior to any Regular Meeting of the Board of Directors, there shall be delivered to each Director, officer, and the Parliamentarian an agenda of matters proposed to be considered at such meeting. A Director may propose motions not on the agenda at the Annual Meeting, but business not mentioned in the agenda may not be acted on at a Scheduled Meeting unless a majority of the members of the Board of Directors then in office vote to consider the matter.
 

Reason for the proposed change: At present, there is no agenda notice requirement for Regular Meetings of the Board.  Good governance requires that the Board members and the public have advance notice of agenda items so that they may properly prepare for the meeting or share their views on items expected to be considered.  The minimum required notice, of course, does not prevent greater notice from being given, but also allows for the inclusion of matters that arise close to the date of the meeting. While staff has undertaken to provide draft agendas well in advance of all meetings, there should be a firm deadline for notice of actions to be considered.  Amendment of the agenda remains possible in accord with existing procedures and the Annual Meeting remains open for new proposals.  
 

11.  What is proposed: That in Section 7.4.b the phrase “this Subsection” be amended to read “this Subsection 7.4.b,” that in Section 7.4.b.iii the phrase “this Subsection” be amended to read “this Subsection 7.4.b.iii,” that in Section 7.15.c the phrase “this Subsection” be amended to read “this Subsection 7.15.c,” and that in Section 12.6.a the phrase “this subsection” be amended to read “this Subsection 12.6.a.
 

Reason for proposed changes: These technical changes are recommended by the Parliamentarian to clarify internal references.
 

12.  What is proposed: That the following be added as a second sentence to Section 7.15.c:

 

If the matter to be submitted for such a vote is to be considered privileged or confidential, as if taken up in executive session, the notice of the submission shall so state and the Directors shall act accordingly.
 

Reason for the change:  This amendment, suggested by the Parliamentarian, is intended to assist the Directors in their understanding of their obligations with respect to the treatment of matters submitted for votes taken other than at convened meetings of the Board.
 

13.  What is proposed: That the following sentence in Section 7.15.c be amended to read as indicated:

 

The closing date shall be not less than the earlier of three business days after the provision of notice of the vote to be taken or upon receipt votes or abstentions from all Directors.
 

Reason for the change:  This amendment, suggested by the Parliamentarian, relates to email votes of the board of Directors and provides that the voting closes when all Directors have voted or abstained, and that balloting need not be held open thereafter even if the deadline has not passed.
 

14.  What is proposed: That the following be added as the penultimate sentence to Section 7.15c:

 

Once a matter has been submitted for a vote under this Subsection 7.15.c, it may not be withdrawn after the vote of at least one Director has been received by the Secretary. 

 

Reason for the change:  This amendment, suggested by the Parliamentarian, is intended to reduce the potential for manipulation of matters submitted for votes under the section.
 

15.  What is proposed: That the following be added as Section 7.15.e:
 

Parliamentarian.  For each meeting of the Board of Directors there shall be a Parliamentarian, who may be appointed for each meeting or as a standing position, to advise the Board on matters of procedure and who serves at the pleasure of the Board.  No person may assume the position of Parliamentarian until they have executed the Qualifying Affirmation provided in Article VII.  The person appointed as Parliamentarian shall serve as a non-voting member of the Board of Directors and shall serve at the pleasure of the Chair of the Board.
 

Reason for the change:  This amendment, suggested by the Parliamentarian, establishes the position which otherwise has no standing under the current Bylaws.
 

16.  What is proposed: That Section 6.1.b be amended to read in its entirety as follows:
 

b. Chair of the Board of Directors. The principal duties of the Chair of the Board of Directors shall be to foster the formulation of policy; to develop financial and membership support; and to conduct relations between the USFA and the USOPC, the FIE, IWAS and other authorities whose jurisdictions affect the functions and purposes of the USFA. The Chair of the Board shall preside over meetings of the membership and the Board of Directors and shall be a voting member of those bodies. Unless otherwise provided by these Bylaws or a resolution of the Board of Directors, the Chair of the Board shall with the approval of the Board of Directors appoint the Parliamentarian and USFA representatives to other organizations.  The Chair of the Board shall have such authorities, powers, and duties as are assigned to that office by these Bylaws or as are necessary and normally appurtenant to the powers and duties herein specified. Only current At-Large Directors on the Board of Directors may hold the office of Chair of the Board of Directors. The Chair of the Board of Directors shall be elected from among the At-Large Directors of the Board of Directors by a majority vote of the Board of Directors, which election shall be conducted at each annual meeting held in odd numbered years.
 

Reason for the change:  This amendment, suggested by the Parliamentarian, clarifies that appointments of the Parliamentarian and official representatives of USA Fencing to the FIE other organizations are a prerogative of the Chair with the advice and consent of the Board of Directors.  
 

17.  What is proposed: That in the third sentence of Section 14.2.a the word “date,” be inserted before the phrase “time and place.”
 

Reason for the change:  This amendment, suggested by the Parliamentarian, removes any ambiguity whether the word “time” requires disclosure of the date as well as the hour of the meeting.
 

18.  What is proposed: That in Section 7.11 the word “assure” be changed to “ensure”:
 

Reason for the change: “Assure” is a typographical or diction error noted by the Parliamentarian.
 

19.  What is proposed: That in the last sentence of Section 11.8 the phrase “by the members” be added after the word “approved.”
 

Reason for the change:  This amendment, suggested by the Parliamentarian, clarifies any ambiguity about the process for approving the submission of member-initiated resolutions to the Board.
 

20.  What is proposed:  That in Sections 7.20 and 11.6 the phrase “Roberts Rules of Order” be changed to “Robert’s Rules of Order.”
 

Reason for the change:  This amendment, suggested by the Parliamentarian, corrects a misspelling.
 

21.  What is proposed: That the following be added as a new Section 10.6:
 

Removal of the Chair of the Board of Directors.  The Chair of the Board of Directors serves at the pleasure of the Board and may be removed from and replaced in that position at any time provided notice of the motion seeking removal is included in the published agenda for the meeting at which removal or replacement will be sought and the person holding the position is given an opportunity to address the Board before the vote to remove or replace is taken.  The person holding the position of Chair of the Board of Directors continues to serve as an At-Large Director unless removed from the Board itself in compliance with Section 10.3 of these Bylaws.
 

Reason for the change:  Experience shows that abrupt leadership changes may engender confusion and distrust.  The provision of notice that a change in Board leadership will be pursued addresses that concern by providing time for reflection, inquiry, and understanding.  In addition, before an individual is removed from a position of authority or responsibility, they are in fairness entitled to an opportunity to explain the actions that engendered the removal effort for the record and to inform the decision makers.  The proposed amendment makes clear that removal of the Chair does not affect their position as a Director At-Large and that as such they may only be removed from the Board by the processes prescribed for all Directors. 
 

22. What is proposed: That the text of Section 4.6 of the Bylaws be deleted in its entirety and replaced with the following:
 

Membership Anti-doping Obligations. It is the duty of all Athletes, Athlete Support Personnel and other Persons (as those terms are defined in the World-Anti Doping Code), by virtue of their participation in the Olympic, Paralympic, Pan American, Parapan American or Youth Olympic Games, participation in an Event or Competition organized or sanctioned by an NGB, PSO or HPMO, participation on a national team, utilization of a USOPC Training Center, receipt of benefits from the USOPC or USFA, inclusion in the Registered Testing Pool, or otherwise subject to the World Anti-Doping Code to comply with all anti-doping rules of WADA, the FIE, IWAS, the USOPC, and of the U.S. Anti-Doping Agency (USADA), including the USADA Protocol for Olympic and Paralympic Movement Testing (USADA Protocol) and all other policies and rules adopted by WADA, the FIE, IWAS, and USADA. If it is determined that an Athlete, Athlete Support Personnel, or other Person may have committed a doping violation, the individual agrees to submit to the results management authority and processes of USADA, including arbitration under the USADA Protocol, or to the results management authority of the FIE or IWAS, if applicable or referred by USADA. In addition, Athletes agree to submit to drug testing by the FIE, IWAS, and/or USADA or their designees at any time and understand that the use of methods or substances prohibited by the applicable anti-doping rules make them subject to penalties including, but not limited to, disqualification and suspension.
 

Reason for the change:  USA Fencing’s legal counsel advises that the language currently set forth in Section 4.6 is prescribed for NGBs that do not have organizational members, and that because USA Fencing has organizational members such as clubs (and potentially as Amateur Fencing Organizations), the above language is required for inclusion in USA Fencing’s Bylaws.
 

23.  What is proposed: That the following be added as a new Section 10.9:
 

Financial Obligations.  It is the duty of every member to remain in good financial standing with the USFA.  Notwithstanding any provision of these Bylaws to the contrary, the membership rights of any member who is more than ninety (90) days in arrears on any amount owed to the USFA will be administratively suspended without further action than notice given to the member’s email address or mailing address of record.   Such suspension is not considered disciplinary action and is not contingent on any procedures regarding the same.  However, any member who contests such action may file a complaint and have the validity and amount of the claimed balance due established under the procedures prescribed for the resolution of grievances.                      
 

                        Reason for the change:  This amendment was requested by the National Office.  It documents and affirms current practice and provides the member with a means of contesting the administrative determination that they are in arrears in their financial obligations to the organization.  Suspension may only take place after a lapse of 90 days and notice to the member’s email or physical address of record.
 

24.  What is proposed: That Section 7.4.a.ii be amended and a new Section 7.4.a.iii be added as follows:

 

ii. The four (4) Athlete Directors shall be selected as follows: 

 

1. Any Director seated ex officio pursuant to Appendix IIUSFA’s representative to the USOPC Athlete Advisory Council; and 

 

B. The remaining Athlete Directors shall be elected according to the methods established by the Athlete Council.
 

iii.  If not otherwise seated as a Director, USFA’s alternate representative to the USOPC Athlete Advisory Council shall sit with the Board of Directors as a non-voting member.
 

    Reason for the change:  This amendment is demanded by the USOPC compliance auditors.  These required provisions are currently incorporated by reference to the USOPC bylaws, but the USOPC insists they be overtly stated in the Bylaws.
 

25. What is proposed: That Section 7.20.a be amended to read as follows:
 

In the absence of the Chair of the Board and the Treasurer, the Board may by resolution appoint one of its members who meets the qualification of the position to preside. In the discretion of the Board of Directors, the appointment may be made in advance of any specifically known need therefore.
 

Reason for the change:  The Bylaws do not require, clearly permit, or prohibit the Board to plan in advance for the unavailability of the Chair.  This amendment confirms that the Board may plan ahead by designating in advance a qualified member who can substitute for the Chair when needed without having to make that decision under exigent circumstances.
 

26.  What is proposed: That Section 12.4 be amended by the addition of the following last sentence to the section:
 

On any committee that oversees selection of athletes, coaches, or staff for parafencing Protected Competitions, at least half of the athlete members must have met the requirements set forth in Appendix II by competing in a parafencing event.
 

Reason for the change:  This change is demanded by the USOPC auditors although we have found no basis for the requirement in the USOPC Bylaws or elsewhere.  Nevertheless, the notion is consistent with USA Fencing’s commitment to parafencing.  A similar provision already exists in Section 8.2.b.iii regarding composition of the Athlete Council.
 

27.  What is proposed:  That Section 7.4.e be amended to read in its entirety as follows:

 

e. Terms Limited. An Except as may be required under Sections 7.4.a.ii.A and 7.4.a.iii, no individual may serve as an Athlete a Director, Independent Director or At-Large Director for no of any class for more than eight (8) consecutive years. This limitation shall apply to all terms of Directors commencing after September 1, 2020.
 

Reason for the change:  This change was recommended in part by the USOPC auditors and extends term limits to Amateur Fencing Organization Directors who were previously not term limited.  The “except” clause is logically required by the ex officio appointment of one of the Athlete Directors (see Item 24, above), whose term is reliant on USOPC regulations, not USA Fencing policy.