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Blue Cottage U.S.A. By-Laws

ITF Headquarters KoreaInternational Taekwon-Do Federation

(ITF-HQ)

Association

Blue Cottage U.S.A.

BYLAWSOF

Blue Cottage U.S.A.

Approved

Amended

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SECTION 1. NAME AND STATUS

Section 1.1. Name. The name of the corporation shall be Blue Cottage U.S.A.. (referred to in these Bylaws as “BCUSA”). BCUSA may establish such acronyms or abbreviations as may be appropriate for business use, and may establish logos, service marks or trademarks as may be appropriate to further its purposes, mission, recognition and goals.

Section 1.2. Non-Profit Status. BCUSA shall be a non-profit corporation incorporated and licensed pursuant to the laws of the State of Pennsylvania. BCUSA shall be operated for charitable and educational purposes, and it shall also have as its purpose to foster national and international amateur Arts competition in the Art of Taekwon-Do. BCUSA shall operate consistent with and shall maintain a tax-exempt status in accordance with section 501(c)(3) of the Internal Revenue Code.

SECTION 2. OFFICES

Section 2.1. Business Offices. The principal office of BCUSA shall be in Pottstown, Pennsylvania. BCUSA may at any time and from time to time change the location of its principal office. BCUSA may have such other offices, either within or outside Pennsylvania, as the Board of Directors may designate or as the affairs of BCUSA may require from time to time.

Section 2.2. Registered Office. The registered office of BCUSA required by the Pennsylvania Revised Nonprofit Corporation Act (the “Nonprofit Corporation Act”) shall be maintained in Pennsylvania. The registered office may be changed from time to time by the Board of Directors or by the officers of BCUSA, or to the extent permitted by the Nonprofit Corporation Act by the registered agent of BCUSA. The registered office may be, but need not be, the same as the principal office.

SECTION 3. MISSION

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Section 3.1. Mission. The Mission of BCUSA shall be to enable United States athletes to achieve sustained competitive excellence and to promote and grow the Art of Taekwon-Do in the United States.

SECTION 4. RECOGNITION AS NATIONAL GOVERNING BODY Section 4.1. Recognition as a National Governing Body. BCUSA shall seek and attempt to maintain recognition by the International Taekwon-Do Federation, for the Art of Taekwon-Do in the United States. In furtherance of that purpose, BCUSA shall comply with the requirements for recognition as a National Governing Body as set forth and as mandated by the International Taekwon-Do Federation (referred to in these Bylaws as “BCUSA”) as such requirements are promulgated or revised from time to time. In fulfilling those requirements BCUSA shall:

a. be a member of only one (1) international Arts federation, which is recognized by the International Taekwon-Do Federation as the worldwide governing body for the Art of Taekwon-Do (currently the International Taekwon-Do Federation);

b. be autonomous in the governance of the Art of Taekwon-Do by independently determining and controlling all topics central to such governance, by not delegating any of that determination or control, and by being free from outside restraint;

c. maintain the managerial and financial competence and capability to establish national goals for Taekwon-Do relating to the development and wellbeing of the Art, to implement and administer a plan for the attainment of those goals, and to execute its obligations as the National Governing Body for the Art of Taekwon-Do;

d. provide for individual and organizational membership;

e. ensure that its Board of Directors, and any other governance body, has established criteria and voting topics procedures for, and maintains among its voting members, individuals who are actively engaged in amateur athletic competition in Taekwon-Do or who have represented the United States in an international amateur athletic competition in Taekwon-Do within the preceding ten (10) years, and ensures that the voting power held by those individuals is not less than twenty (20) percent of the voting power held in its Board or other governance body;

f. provide for reasonable direct representation on its Board of Directors for any amateur Arts organization which, in the Art of

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Taekwon-Do, conducts on a level of proficiency appropriate for svoting topics of amateur athletes to represent the United States in international amateur athletic competition, a national program, or regular national amateur athletic competition, and ensure that representation reflects the nature, scope, quality, and strength of the programs and competitions of that amateur Arts organization in relation to all other of those programs and competitions in the Art of Taekwon-Do in the United States;

g. be governed by a Board of Directors whose members are selected without regard to race, color, religion, national origin or sex, with reasonable representation on the Board of both males and females;

h. provide an equal opportunity to amateur athletes, coaches, trainers, managers, administrators, and officials to participate in Taekwon-Do competitions without discrimination on the basis of race, color, religion, age, sex or national origin;

i. not have an officer who is also an officer of another amateur Arts organization that is recognized by the BCUSA as a National Governing Body;

j. provide procedures for the prompt and equitable resolution of grievances of its members;

k. provide fair notice and an opportunity for a hearing to any amateur athlete, coach, trainer, manager, administrator or official before declaring such individual ineligible to participate;

l. agree to submit to binding arbitration in any controversy involving: (i) its recognition as a National Governing Body, or (ii) the opportunity of any amateur athlete, coach, trainer, manager, administrator or official to participate in amateur athletic competition in Taekwon-Do, upon demand of the BCUSA or any aggrieved amateur athlete, coach, trainer, manager, administrator or official, conducted in accordance with the Rules of the International Taekwon-Do Federation;

m. not have eligibility criteria relating to amateur status or to participation in the events that are more restrictive than those of the International Taekwon-Do Federation for the Art of Taekwon-Do recognized by the International Taekwon-Do Federation.

n. perform all other obligations and duties imposed by BCUSA as a National Governing Body.

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SECTION 5. MEMBERS Section 5.1. Categories of Membership. BCUSA shall have individual and organization membership categories as follows: a. Individual Membership Categories –

1. Athlete members. Athlete members are those individuals who register as competitive athletes and are eligible for competition in Taekwon-Do.

2. Coach members. Coach members are those individuals who register as active coaches.

3. Referee members. Referee members are those individuals who register as active referees and who are certified as referees by BCUSA.

4. Supporting members. Supporting members are those individuals who register as supporting members and who are interested in the purpose, programs, aims and objectives of BCUSA.

5. Life members. Life members are those individuals who register as life members and who pay to BCUSA a life membership fee.

b. Organization Membership Categories –

1. Club members. Club members are those Taekwon-Do clubs that register as clubs and which agree to conduct their programs in accordance with and agree to be bound by the rules and regulations of BCUSA.

2. Affiliated Organization members. Affiliated Organization members. Affiliated Organization members are those amateur Arts organizations that register as affiliated organizations and which conduct a national program or regular national amateur athletic competition in the Art of Taekwon-Do on a level of proficiency appropriate for the svoting topics of amateur athletes to represent the United States in international amateur athlete competition, and establishes that the nature, scope, quality, and strength of the programs and competitions in relation to all other Taekwon-Do programs and competitions in the United States justifies some form of reasonable direct representation on the Board of Directors as solely determined by BCUSA.

3. Contributing Organization members. Contributing Organization members are those amateur Arts organizations that register as contributing organizations and which conduct athletic programs or

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activities that further the Art of Taekwon-Do in the United States or which otherwise support the Art of Taekwon-Do in the United States.

Section 5.2. Voting Members.

Organizations belonging to the following membership categories shall be entitled to vote in topics concerning topics requiring voting privileges. : Club members, State Organization members and Affiliated Organization members. No other voting privileges are conferred upon these members. (Voting members, organizations and affiliates must be members in good standing and current.An individual may belong to more than one (1) of the above mentioned membership categories. However, an individual is only eligible to vote in one (1) membership category. Any individual who is a member of more than one (1) membership category shall designate the membership category in which he or she shall vote. An individual shall be a citizen of the United States and at least eighteen (18) years of age in order to be eligible to vote in topics of voting. Notwithstanding these restrictions on voting, membership in BCUSA is open to individuals who are less than eighteen (18) years of age and to individuals who are not citizens of the United States. An individual shall be a member of BCUSA sixty (60) days prior to the date of the voting topic (record date) in order to be eligible to vote in a vote. Individuals and organizations belonging to the following membership categories have no voting privileges: Supporting members, Life members and Contributing Organization members.

Section 5.3. Membership Requirements and Dues.

Membership in BCUSA is a privilege and creates with it certain obligations and duties. The Board of Directors may establish such membership requirements and dues as the Board shall deem necessary or appropriate. Further, the Board may establish such rules and procedures for the manner and method of payment of dues, the collection of delinquent dues and the proration or refund of dues, as the Board shall deem necessary or appropriate. No privilege of membership shall be available until all membership requirements are satisfied and all dues are paid in full.

Section 5.4. Suspension and Termination of Membership. The membership of any member may be terminated at any time with or without cause by the Board of Directors with 15 days notice. A member shall have the right to a hearing prior to termination by

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appealing to the BCUSA Judicial Committee. A member may only resign if the member has paid all dues then payable.

Section 5.5. Transfer of Membership.

Members may not transfer their membership in BCUSA. Members shall have no ownership rights or beneficial interests of any kind in the property of BCUSA.

SECTION 6. REGIONAL DIVISIONS AND ASSOCIATION OF STATE ORGANIZATIONS

Section 6.1. Regional Divisions.

The Board of Directors shall divide the United States into geographic regions as the Board determines in its sole discretion will best serve the interests of the Art of Taekwon-Do. The Board may only change the geographic region division once every four (4) years after the initial division. The regions shall be an extension of BCUSA and not separate entities. The purpose of the regions shall be to facilitate the voting topics of the grass roots directors to the Board. Additionally, BCUSA may hold regional competitions or conduct such other regional activities that promote the mission of BCUSA as the Board and the Chief Executive Officer determine in their sole discretion.

Section 6.2. Association of State Organizations.

The Board of Directors may recognize an Association of State Organizations if the Board determines in its sole discretion that recognition of such an organization would further BCUSA’s grass roots programs. The purpose of an Association of State Organizations shall be to facilitate the voting topics of a grass roots director to the Board.

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SECTION 7. BOARD OF DIRECTORS

Section 7.1. General Powers.

Except as otherwise provided in these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of BCUSA shall be governed by, its Board of Directors.

Section 7.2. Function of the Board.

The Board of Directors represents the interests of BCUSA’s membership, the United States Taekwon-Do community and Taekwon-Do athletes by providing BCUSA with policy, guidance and strategic direction. The Board oversees the management of BCUSA and its affairs, but it does not manage BCUSA. The Board shall select a well-qualified and ethical Chief Executive Officer and diligently oversee the Chief Executive Officer in the operation of BCUSA. The Board shall focus on long-term objectives and impacts rather than on day-to-day management, empowering the Chief Executive Officer to manage a staff-driven organization with effective Board oversight. In addition, the Board performs the following specific functions, among others:

a. selects, compensates, supports, and evaluates the Chief Executive Officer and plans for management succession;

b. reviews and approves BCUSA's strategic plan and the annual operating plans, budget, business plans, and corporate performance;

c. sets policy and provides guidance and strategic direction to management on significant issues facing BCUSA;

d. reviews and approves significant corporate actions;

e. oversees the financial reporting process, communications with stakeholders, and BCUSA's legal and regulatory compliance program;

f. oversees effective corporate governance;

g. approves capital structure, financial strategies, borrowing commitments, and long-range financial planning;

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h. reviews and approves financial statements, annual reports, audit and control policies, and, upon the recommendation of the Audit Committee, selects independent auditors;

i. monitors to determine whether BCUSA’s assets are being properly protected;

j. monitors BCUSA’s compliance with laws and regulations and the performance of its broader responsibilities; and

k. ensures that the Board and management are properly structured and prepared to act in case of an unforeseen corporate crisis.

Section 7.3. Diversity of Discussion.

The Board of Directors shall be sensitive to the desirability of diversity at all levels of BCUSA. The Board shall develop norms that favor open discussion and favor the presentation of different views.

Section 7.4. Qualifications.

Each director of the Board must be a citizen of the United States and eighteen (18) years of age or older. A director need not be a resident of Pennsylvania. A director shall have the highest personal and professional integrity, shall have demonstrated exceptional ability and judgment, and shall be effective, in conjunction with the other directors, in serving the long-term interests of BCUSA. Directors should possess the highest personal values, judgment and integrity, understanding of athletic competition and the Olympic ideals, and have diverse experience in the key business, financial, and other challenges that face BCUSA. Directors should have a high level of experience and capability in Board oversight responsibilities, including in the areas of finance, marketing, fundraising, audit, management, communications, and Art. At least one (1) of the independent directors, who shall also serve on the Audit Committee, shall have financial expertise.

Section 7.5. Number.

The Board of Directors shall consist of ten (10) total directors, three (3) of whom shall be independent directors, two (2) of whom shall be athlete directors, one (1) of whom shall be a coach director, one (1) of

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whom shall be a referee director, two (2) of whom shall be club directors, and one (1) of whom shall be an affiliated organization director. If there is no Affiliated Organization member, then the affiliated organization director seat shall remain vacant and there shall only be nine (9) total directors. Athlete directors shall at all times comprise at least twenty (20) percent of the membership and voting power of the Board.

Section 7.6.a – Voting topics

positions, the club must have at least 15 registered members at the end of 2011 and must have a valid address where athletes are actively training. All candidates that are interested in running, including those that previously applied, will be required to submit an updated candidate application that documents their intent to run, addresses basic background information consistent with serving on a non-profit Board of Directors and confirms their consent with BCUSA’s Code of Ethics and Conflict of Interest Policies. Those who submit their updated candidate application will be considered candidates for the Club Director seats (2) and will be eligible to be elected by all currently registered clubs as of December 31, 2011. Referee Director (1) – In order to be eligible to run for the open Referee Director position, an individual must be an International Referee. The requirements for “working at least two BCUSA operated events in each of the two years preceding the voting topics” as well as the 25 signature requirement are both waived. All candidates that are interested in running, including those that previously applied, will be required to submit an updated candidate application that documents their intent to run, addresses basic background information consistent with serving on a non-profit Board of Directors and confirms their consent with BCUSA’s Code of Ethics and Conflict of Interest Policies. Those who submit their updated candidate application will be considered candidates for the Referee Director seat and will be eligible to be elected by all registered referees as of December 31, 2011. Coach Director (1) – In order to be eligible to run for the open Coach Director position, an individual must be registered as a coach. The requirements that “each nominee shall be a BCUSA Level 1 or higher registered Coach and registered club owner” as well as the 25 signature requirement are both waived. All candidates that are interested in running, including those that previously applied, will be required to submit an updated candidate application that documents their intent to run, addresses basic background information consistent with serving on a non-profit Board of Directors and confirms their consent with BCUSA’s Code of Ethics and Conflict of Interest Policies. Those who submit their updated candidate application will be considered candidates for the Coach Director seat and will be

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eligible to be elected by all registered coaches as of December 31, 2011. Independent Directors (2) – In order to be eligible to run for the two (2) open Independent Director seats, interested candidates must meet the requirements in Section 7.7 below pertaining to Independent Directors and should bring skill (including financial per Sarbanes Oxley), experience, influence or diversity not otherwise found on the Board of Directors. All candidates that are interested in applying, including those that previously applied, will be required to submit an updated candidate application that documents their intent to run, addresses basic background information consistent with serving on a non-profit Board of Directors and confirms their consent with BCUSA’s Code of Ethics and Conflict of Interest Policies will be eligible to be selected by the Board of Directors using the process detailed #148448 v6 13

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below.

Existing Non-Athlete Board of Director Seats The Board of Director seats that are not up for voting topics above will continue to serve on BCUSA’s Transitional Board of Directors. Those seats, with the corresponding director, are as follows: Independent Director – Marty Mankamyer Affiliate Organization Director – J.P. Choi and Russell Ahn share one vote

Athlete Board of Director Seats Given that the BCUSA Bylaws mandate that athletes elect athletes and, BCUSA’s priority of ensuring the Board of Directors contains a minimum of 20% active athlete participation, BCUSA will defer to BCUSA’s Athlete Advisory Council (AAC) to get their recommendation for how to move forward with the existing Athlete Director seats. The BCUSA AAC’s recommendation should be consistent with the Board terms detailed later in Exhibit A and should address both the current BCUSA AAC Director seat and how that seat is addressed for 2013 after a new BCUSA AAC representative is elected. Voting topics Process for the Open Seats Once a candidate completes the application process, their candidate documents will be forwarded to a third party search firm for vetting to ensure the candidate meets the minimum background requirements including compliance with BCUSA’s Code of Ethics and Conflict of Interest Policies. The vetting committee will have access to the candidates and both BCUSA’s staff and Ethics Committee as resources during the vetting process. Once all candidates are vetted, the committee shall classify each candidate as either “qualified” or “unqualified”. All qualified candidates will be placed on the ballot for voting topics. The voting topicss for each respective seat shall occur as follows: Club Directors (2) – All Club Director candidates who were deemed qualified by the vetting committee will be placed on a ballot for voting topics and will be able to post a one page campaign statement on BCUSA’s website (subject to the approval of BCUSA’s CEO). Ballots will be sent by email to all eligible BCUSA club members as of December 31, 2011 and posted on BCUSA’s website. Completed ballots must be sent electronically to the BCUSA’s Audit Division. Voters must identify themselves by membership number which will be cross referenced against BCUSA records for eligibility. Each club would vote for two club directors however, each club can only submit one ballot. Duplicate ballots will be determined void. The two candidates with the most valid votes will be elected as the two Club Directors. A tie will be settled by a run off between the candidates who tied.

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Referee Director – All Referee Director candidates who were deemed qualified by the vetting committee will be placed on a ballot for voting topics and will be able to post a one page campaign statement on BCUSA’s website (subject to the approval of BCUSA’s CEO). #148448 v6 14

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Ballots will be sent by email to all eligible BCUSA referee members as of December 31, 2011 and posted on BCUSA’s website. Completed ballots must be sent electronically to the BCUSA’s Audit Division. Voters must identify themselves by membership number which will be cross referenced against BCUSA records for eligibility. One vote per eligible membership number. Duplicate votes will be determined void. The candidate with the most valid votes will be elected as the Referee Director. A tie by two or more individuals for the most votes will be settled by a run off between the candidates who tied for the most votes. Coach Director – All candidates who were deemed qualified by the vetting committee will be placed on a ballot for voting topics and will be able to post a one page campaign statement on BCUSA’s website (subject to the approval of BCUSA’s CEO). Ballots will be sent by email to all eligible BCUSA coach members as of December 31, 2011 and posted on BCUSA’s website. Completed ballots must be sent electronically to the BCUSA’s Audit Division. Voters must identify themselves by membership number which will be cross referenced against BCUSA records for eligibility. One vote per eligible membership number. Duplicate votes will be determined void. The candidate with the most valid votes will be elected as the Coach Director. A tie by two or more individuals for the most votes will be settled by a run off between the candidates who tied for the most votes. Independent Directors (2) – All candidates who were deemed qualified by the vetting committee will be forwarded to BCUSA’s Board of Directors after the above voting topicss occur. The Board of Directors will select the two (2) Independent Directors using a process it determines that considers the make-up of the current directors and any skill (including financial per Sarbanes Oxley), experience, influence or diversity not otherwise found amongst the elected constituent directors. This process must be completed before a Board Chair is selected by a majority vote of the Transitional Board and before any BCUSA business can be conducted by the Transitional Board.

The current BCUSA Board will continue to govern BCUSA until the Transitional Board is seated. Board of Director Terms The Board terms for the Transitional Board, including the new directors and the existing directors, shall end on December 31, 2012 or when a new Board of Directors is seated. Board of Directors Financial Contribution Requirement Given that BCUSA is in the process of developing new philanthropic fundraising platforms, all BCUSA Board members will be required to make a financial contribution to BCUSA. The amount of the donation will be up to the individual director and be confidential if the director

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chooses. BCUSA will strive for 100% participation from the seated directors. #148448 v6 15

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Transitional Board Eligibility for Subsequent Boards Recognizing the benefit of the Transitional Board of Directors being able to lead a reform process without the burden of worrying about how the reform could impact their ability to continue to serve after the transitional phase, members of the Transitional Board will not be eligible to run for the new Board that will be seated immediately after the reform. The only exception to this policy are the newly elected Independent Directors and the 2013 – 2016 BCUSA AAC representative if that position serves on the Transitional Board and is included on the reformed Board of Directors. ******************************************* Section 7.6. Voting topics/Svoting topics. The Board of Directors shall be elected/selected as follows: a. Independent Directors. The Nominating Committee shall select, using whatever process the Nominating Committee determines to be appropriate, three (3) Board directors from among individuals considered to be independent, as that term is defined in Section 7.7.

b. Athlete Directors. The two (2) athlete Board directors shall be elected by athletes. The Athletes’ Advisory Council shall elect from among its members, by majority vote, pursuant to Section 11.7. of these Bylaws, an individual who shall be an athlete director. The other athlete director shall be BCUSA’s representative to the BCUSA Athletes’ Advisory Council, elected pursuant to Section 12.3 of these Bylaws.

c. Coach Director. The Nominating Committee shall solicit nominations of coaches who have obtained at least twenty-five (25) signatures of support each from current BCUSA member coaches. Each nominee shall be a BCUSA Level 1 or higher registered Coach and registered club owner. The nominees will be considered by the Nominating Committee. The Nominating Committee shall select no more than two (2) individuals from those nominated who shall then stand for voting topics. All current BCUSA member coaches shall then vote for the Board director. Each BCUSA member coach shall have one (1) vote. The individual with the highest vote total is elected.

d. Referee Director. The Nominating Committee shall solicit nominations of referees who are international level referees and who have obtained at least twenty-five (25) signatures of support each from current BCUSA member referees at any level. Each nominee shall have worked at least two BCUSA operated events in each of the two years preceding the voting topics year and in the voting topics year. The nominees will be considered by the Nominating Committee. The Nominating Committee shall select no more than two (2) individuals from those nominated who shall then stand for voting topics. All current BCUSA member referees shall then vote for the

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Board director. Each BCUSA member referee shall have one (1) vote. The individual with the highest vote total is elected.

e. Club Owner Directors. The BCUSA shall solicit nominations from those BCUSA registered club owners who have been club owners for the two years preceding the voting topics year and #148448 v6 16

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the voting topics year and who have registered at least 15 BCUSA Members in those years. There shall be two separate voting categories for club owners. One seat shall be open for those eligible club owners who have registered at least 15 but less than 35 BCUSA members in at least two of the past three years including the voting topics year and the other seat shall be open for those eligible club owners who have registered at least 35 members in at least two of the past three years including the voting topics year.

1. The Nominating Committee shall evaluate the candidates and select two (2) highly qualified candidates for each position, who shall be submitted to the State Associations for voting topics. 2. The State Association President of those state organizations in good standing with BCUSA shall vote for no more than one candidate in each of the two categories. Each State Association President’s vote shall be weighted to reflect one vote for each registered BCUSA Member in that State Association (e.g., if a State Association has 100 registered BCUSA Members, then that State Association President’s vote shall be weighted as 100 votes). The candidate with the highest weighted-vote total in each of the two categories shall be elected as the BCUSA club owner representatives for that category. f. Affiliated Organization Director(s).

1. Affiliated Organizations shall have the right to be represented on the Board. The number of directors representing Affiliated Organizations on the Board shall be determined in accordance with these Bylaws. An Organization may become an Affiliated Organization only after it has been determined by BCUSA after a review of the nature, scope, quality, and strength of the Organization’s programs and competitions in relation to all other Taekwon-Do programs and competitions in the United States that BCUSA would benefit from the affiliation. If there is no Affiliated Organization member, then the Affiliated Organization Board director seat shall be vacant.

2. Affiliated Organization director(s) shall be selected as follows:

a. If there is one (1) Affiliated Organization member, then that organization shall select a qualified individual to serve as the Affiliated Organization Board director.

b. If there is more than one (1) Affiliated Organization member, the Affiliated Organizations as a group shall elect a qualified individual to serve as the Affiliated Organization Board director to represent all Affiliated Organization members on the Board. Each Affiliated Organization shall have the right to place one of their members who is an individual member of BCUSA on the ballot.

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c. Each registered Affiliated Organization shall be entitled to the following votes: one organizational vote plus an additional vote for every 20 individual members of BCUSA that that Affiliated Organization has registered with BCUSA #148448 v6 17

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for the twelve month period immediately preceding November 1 of the year of the voting topics. For example, an organization with 100 registered BCUSA individual members would have 5 votes in addition to their organizational vote; an Affiliated Organization with 20 such members would have 1 vote in addition to their organizational vote. BCUSA office staff shall track the membership of all Affiliated Organizations to determine the number of their members registered as individual members with BCUSA. In those cases where the member can rightfully be claimed by more than one Affiliated Organization, each organization with rightful claims shall be entitled to list that member in their total.

3. The NCTA (National Collegiate Taekwon-Do Association) representative shall hold the Board seat for the years of 2011 and 2012 under the following conditions. The Affiliated Organization director elected in the 2010 voting topics shall share the seat (1/2 vote apiece) with NCTA for the years 2011 and 2012. Thereafter the 2010 elected Affiliated Organization director shall hold the seat alone for the years 2013 and 2014.

Section 7.7. Independence. An "independent director" must be determined to have no material relationship with BCUSA, either directly or through an organization that has a material relationship with BCUSA. A relationship is "material" if it would interfere with the director's independent judgment. The Nominating and Governance Committee shall determine the independence of a director after considering all relevant information concerning that director. A director of the Board will not be considered independent if, within the preceding two (2) years: a. the director was employed by or held any governance position (whether a paid or volunteer position) with BCUSA, the World Taekwon-Do Federation, the Pan American Taekwon-Do Union, or any other organized Taekwon-Do group or entity;

b. an immediate family member of the director was employed by or held any governance position (whether a paid or volunteer position) with BCUSA, the World Taekwon-Do Federation, the Pan American Taekwon-Do Union, or any other organized Taekwon-Do group or entity;

c. the director was affiliated with or employed by BCUSA's outside auditor or outside counsel;

d. an immediate family member of the director was affiliated with or employed by BCUSA's outside auditor or outside counsel as a partner, principal or manager;

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e. the director was a Taekwon-Do coach, referee, grassroots or affiliated organization member, or a member of the Athletes’ Advisory Council. #148448 v6 18

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f. the director receives any compensation from BCUSA, directly or indirectly; or

g. the director is an executive officer, controlling shareholder, or partner of a corporation or partnership or other business entity that does business with BCUSA.

Section 7.8. Tenure. The term of office for a director of the Board shall be four (4) years. A director shall hold office until the director’s successor is elected and qualified, or until the director’s earlier resignation, removal, incapacity, disability or death. Section 7.9. Staggered Board. Directors of the Board shall serve staggered terms. Section 7.10. Term Limits. No director of the Board shall serve more than two (2) consecutive terms. For those initial directors whose term of office expires on December 31, 2006, their time of service shall constitute a full four (4) year term. Those directors would be eligible to serve only one (1) additional four (4) year term immediately following their initial term. For those initial directors whose term of office expires on December 31, 2008, their time of service shall constitute a full four (4) year term. Those directors would be eligible to serve one (1) additional four (4) year term immediately following their initial term. When a director is elected/selected to fill a vacancy because of the resignation, removal, incapacity, disability or death of a director, and the remaining term is for more than two (2) years, such term shall constitute a full term. If the vacancy being filled is for two (2) or more years, the director can serve one (1) additional four (4) year term following completion of the filled vacancy term. If the vacancy being filled is for less than two (2) years, the term shall not be a full term and the director can serve two (2) additional four (4) year terms following completion of the filled vacancy term. Section 7.11. Director Attendance. Directors of the Board are expected to attend in person all regularly scheduled Board meetings. Each director must attend a minimum of at least one-half (1/2) of the Board meetings during any twelve-month (12) period. Section 7.12. Resignation, Removal and Vacancies. A director’s position on the Board may be declared vacant upon the director’s resignation, removal, incapacity, disability or death. Any director may resign at any time by giving written notice to the Chair of the Board, except the Chair’s resignation shall be given to the Board. Such #148448 v6 19

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resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in the Board shall be filled as set forth for the voting topics of that director. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office. Section 7.12.2 Removal of Directors (1) directors elected by voting members or directors my be removed as follows: (a) The voting members may remove one or more directors elected by them with or without cause unless the bylaws provide that directors may be removed only for cause. (b) If a director is elected by a voting group, only that voting group may participate in the vote to remove that director. (c) Subject to Section 7-127-208 (3), A director may be removed only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors. (d) A director elected by voting members may be removed by the voting members only at a meeting called for the purpose of removing that director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

(2) A designated director may be removed by an amendment to the bylaws deleting or changing the designation. Section 7.13. Regular and Special Meetings. The Board of Directors shall meet at regularly scheduled meetings at least four (4) times per year. The Board shall hold at least one (1) meeting each quarter. Special meetings of the Board shall be held upon the call of the Chair or upon the written request of not less than fifty (50) percent of the Board. The Chair shall set the time and place of any special meeting. If the chair has not set the time and place of a legally called special meeting within 30 days of receipt of the request, the person calling for the meeting shall do so. Section 7.14. Notice of Meetings. Notice of each meeting of the Board of Directors stating the date, time and place of the meeting, and in the case of a special meeting the purpose for which the meeting is called, shall be given to each director of the Board by or at the direction of the Chair of the Board. Notice may be given either in writing or orally. Written notice may be delivered either personally, by mail, by private carrier, by facsimile or by electronic transmission. Such notice shall be delivered to the director’s business or residential address (or to such other address provided by the director for such purpose), to the director’s facsimile telephone number or to the director’s email address. Written notice

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mailed, such notice shall be deemed delivered when deposited in the United States mail. If delivered by private carrier, such notice is deemed delivered upon deposit with the carrier. If transmitted by facsimile or electronic transmission such notice shall be deemed to be given when the transmission is complete. Oral notice may be delivered either personally or telephonically. Such notice shall be delivered to the director (or to such other individual provided by the director for such purpose). Oral notice shall be delivered no fewer than two (2) days before the date of the meeting. Oral notice is effective when communicated. The method of notice need not be the same as to each director. A director may waive notice of any meeting before, at, or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Section 7.15. Quorum. The presence of a majority of the directors of the Board at the time of any meeting constitutes a quorum for the transaction of business, and the act of a majority of directors on the Board constitutes the act of the Board. Section 7.16. Voting by Proxy. No director of the Board may vote or act by proxy at any meeting of the Board. Section 7.17. Presumption of Assent. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director's dissent shall be entered in the minutes of the meeting or unless the director shall file a written dissent to such action with the individual acting as the Secretary of the Board before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Board immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 7.18. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if each and every director of the Board in writing either: (i) votes for such action; (ii) votes against such action; or (iii) abstains from voting. Each director who delivers a writing described in this Section 7.18. to the corporation shall be deemed to have waived the right to demand that action not be taken without a meeting. Section 7.19. Transacting Business by Mail, Electronic Mail, Telephone or Facsimile. The Board of Directors shall have the power to transact its business by mail, electronic-mail, telephone, or facsimile, if in the judgment of the Chair of the Board the urgency of the case requires such action. #148448 v6 21

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Section 7.20. Agenda. The agenda for a meeting of the Board of Directors shall be set by the Chair of the Board, after consultation with the Chief Executive Officer. Any director of the Board may request that items be placed on the Board’s agenda. Section 7.21. Questions of Order and Board Meeting Leadership. Questions of order shall be decided by the Chair of the Board unless otherwise provided in advance by the Board. The Chair shall lead meetings of the Board. If the Chair is absent from any meeting of the Board, then the Chair shall designate in writing in advance one (1) other director of the Board to preside. If the Chair is unable to make or has not made such a designation, the Board may choose another director to serve as presiding officer for that meeting. Section 7.22. Effectiveness of Actions. Actions taken at a meeting of the Board of Directors shall become effective immediately following the adjournment of the meeting, except as otherwise provided in the Bylaws or when a definite effective date is recited in the record of the action taken. Section 7.23. Open and Executive Meeting Sessions. Ordinarily, all meetings of the Board of Directors shall be open to BCUSA members as observers. The Chair of the Board, with the consent of a majority of the directors of the Board in attendance, may convene an executive session to consider and discuss any sensitive matter. Further, the chair of the Board may open a meeting of the Board to non-BCUSA members, with the consent of a majority of the directors of the Board in attendance. Section 7.24. Minutes of Meetings. The minutes of all meetings of the Board of Directors shall be published on BCUSA’s web site. Every reasonable effort will be made to publish the minutes within thirty (30) days after completion of the meeting. Section 7.25. Compensation. Directors of the Board shall not receive compensation for their services as directors, although the reasonable expenses of directors may be paid or reimbursed in accordance with BCUSA’s policies. Directors shall not be disqualified from receiving reasonable compensation for services rendered to or for the benefit of BCUSA in any other capacity, provided that the rendering of such services and such compensation are approved by the Ethics Committee. #148448 v6 22

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SECTION 8. OFFICERS Section 8.1. Designation. The officers of BCUSA shall be a Chair of the Board and a Secretary. Section 8.2. Voting topics/Svoting topics. The Board of Directors shall elect from among the directors of the Board, by majority vote, a Chair. The voting topics shall be held at the first meeting of the Board on odd numbered years. The newly elected Chair shall take office immediately. The Chief Executive Officer shall select a Secretary, and an Assistant Secretary, if needed. The Secretary, and Assistant Secretary, if any, shall be an employee of BCUSA. Any Secretary or Assistant Secretary shall be approved by the Board. The Secretary and Assistant Secretary, if any, shall not be a director of the Board and shall not have a vote on the Board. Section 8.3. Tenure. The term of office of the Chair of the Board shall be two (2) years. The newly elected Chair shall take office immediately. The Chair shall hold office until the Chair’s successor is elected and qualified, or until the Chair’s earlier resignation, removal, incapacity, disability or death. The term of office of the Secretary, or the Assistant Secretary, if any, is unlimited. The Secretary shall hold office until his or her employment by BCUSA ends, when the Chief Executive Officer designates a different individual to serve as Secretary or until the Secretary’s earlier resignation, removal by the Chief Executive Officer, incapacity, disability or death. The Assistant Secretary, if any, shall hold office until his or her employment by BCUSA ends, when the Chief Executive Officer selects a different individual to serve as Secretary or until the Secretary’s earlier resignation, removal by the Chief Executive Officer, incapacity, disability or death,. In any circumstance in which the Chief Executive Officer has not designated an employee to serve as Secretary, the Board of Directors may select a director of the Board or another individual employed by BCUSA to serve as Secretary. Section 8.4. Authority and Duties of Officers. The officers of BCUSA shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified by the Board of Directors or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law: a. Chair of the Board. The Chair shall: (i) set all meeting and meeting agendas, (ii) preside at all meetings of the Board of Directors, (iii) see that all Board commitments, resolutions and oversight are carried into effect, and (iv) exercise such powers and perform such other duties as from time to time may be assigned by the Board. #148448 v6 23

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b. Secretary. The Secretary shall: (i) keep the minutes of the proceedings of the Board; (ii) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (iii) be custodian of the corporate records; (iv) perform all duties incident to the office of Secretary and (v) perform such other duties as from time to time may be assigned to the Secretary by the Chief Executive Officer or by the Board.

c. Assistant Secretary. An Assistant Secretary, if any, shall have the same duties and powers as the Secretary.

Section 8.5. Restrictions. Officers of BCUSA shall perform their functions with due care. No individual may serve simultaneously as an officer of BCUSA and as an officer of an organization holding membership in BCUSA or as an officer of another amateur Arts organization that is recognized by the BCUSA as a National Governing Body. Section 8.6. Term Limits. No Chair of the Board shall serve more than two (2) terms during an eight (8) year period. For the Chair whose term of office expires on December 31, 2006, his or her time of service shall constitute a full two (2) year term. That Chair would be eligible to serve one (1) additional two (2) year term immediately following his or her initial term. When a Chair is elected to fill a vacancy because of the Chair’s resignation, removal, incapacity, disability or death, and the remaining term is for more than one (1) year, such term shall constitute a full term. If the vacancy being filled is for one (1) or more years, the Chair can serve one (1) additional two (2) year term following completion of the filled vacancy term. If the vacancy being filled is for less than one (1) year, the term shall not be a full term and the director can serve two (2) additional two (2) year terms following completion of the filled vacancy term. Section 8.7. Resignation, Removal and Vacancies. An officer’s position with BCUSA may be declared vacant upon the officer’s resignation, removal, incapacity, disability or death. The Chair of the Board may resign at any time by giving written notice to the Board. The Secretary or Assistant Secretary, if any, may resign at any time by giving written notice to the Chief Executive Officer. Such resignation shall take effect at the time specified in the notice, and unless otherwise specified in the notice, the acceptance of such resignation shall not be necessary to make it effective. The Chair may be removed for cause upon the affirmative vote of at least two-thirds (2/3) of the total voting power of the Board (excluding the voting power of the director in question). The Chair may also be removed not for cause upon the affirmative vote of at

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The Secretary or Assistant Secretary, if any, may be removed by the Chief Executive Officer, with or without cause. Any vacancy occurring in the Chair shall be filled by the Board, by majority vote. A Chair elected to fill a vacancy shall be elected for the unexpired term of such Chair’s predecessor in office. A vacancy in the office of Secretary, or Assistant Secretary, if any, shall be filled by the Chief Executive Officer. Any individual selected to fill a vacancy in the office of Secretary, or Assistant Secretary, if any, shall be approved by the Board. Section 8.8. Compensation. The Chair of the Board shall not receive compensation for his or her service as Chair, although the reasonable expenses of the Chair may be paid or reimbursed in accordance with BCUSA’s policies. The Chair is disqualified from receiving compensation for services rendered to or for the benefit of BCUSA in any other capacity. #148448 v6 25

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SECTION 9. COMMITTEES

Section 9.1. Designation.

BCUSA shall have the following standing committees: an Audit Committee, an Ethics Committee, a Judicial Committee. and a Nominating Committee. The Board of Directors or the Chief Executive Officer may appoint such other committees and task forces as the Board or Chief Executive Officer deem to be necessary and appropriate. The delegation of authority to any committee or task force shall not operate to relieve the Board or any director of the Board from any responsibility or standard of conduct imposed by law or these Bylaws and if any such committee or task force has one (1) or more members who are entitled to vote and who are not then also directors, such committee or task force may not exercise any power or authority reserved to the Board. Section 9.2. Qualifications. Each committee or task force member must be a citizen of the United States. Section 9.3. Number. Membership on standing committees shall not exceed five (5) individuals. Membership on other committees and task forces shall only exceed five (5) individuals if necessary and appropriate and if approved by a majority of the Board of Directors. Section 9.4. Athlete Representation. All committees and task forces shall have at least twenty (20) percent athlete representation so as to comply with the Ted Stevens Olympic and Amateur Arts Act and the BCUSA Bylaws. Section 9.5. Tenure. The term for all standing and other committee members shall be two (2) years. A committee member shall remain on the committee until the committee member’s successor is appointed, or until the committee member’s earlier resignation, removal, incapacity, disability or death. The term for all task force members shall be until their assignment is concluded, but in any event shall not exceed a period of two (2) years. Section 9.6. Term Limits. No committee member shall serve for more than three (3) consecutive terms. Section 9.7. Committee Member Attendance. #148448 v6 26

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Committee and task force members are expected to attend in person all regularly scheduled committee and task force meetings of which they are a member. Each committee or task force member must attend a minimum of at least one-half (1/2) of the committee or task force meetings of which they are a member during any twelve-month (12) period. Section 9.8. Resignation, Removal and Vacancies. A committee or task force member’s position on a committee or task force may be declared vacant upon the committee member’s resignation, removal, incapacity, disability or death. A committee member may resign at any time by giving written notice to the Board of Directors, if appointed by the Board or to the Chief Executive Officer, if appointed by the Chief Executive Officer. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Committee or task force members may be removed by the Board if they fail to attend in person more than one-half (1/2) of the regular committee or task force meetings during any twelve-month (12) period, unless they are able to demonstrate to the directors of the Board, or to the Chief Executive Officer, if appointed by the Chief Executive Officer, that the presence of exigent circumstances caused and excused the absences. In such circumstances, the absent committee or task force member can be removed upon the affirmative vote of a majority of the voting power of the Board (not including the voting power of the absent committee member in question, if also a director), or upon the determination of the Chief Executive Officer, if appointed by the Chief Executive Officer. Committee members may also be removed for cause upon the affirmative vote of at least two-thirds (2/3) of the total voting power of the Board (excluding the voting power of the committee member in question, if also a director), or upon the determination of the Chief Executive Officer, if appointed by the Chief Executive Officer. Committee members may also be removed not for cause upon the affirmative vote of at least three-fourths (3/4) of the total voting power of the Board (excluding the voting power of the director in question, if also a director), or upon the determination of the Chief Executive Officer, if appointed by the Chief Executive Officer. Any vacancy occurring in a committee or task force shall be filled as set forth for the appointment of that committee or task force member. A committee or task force member appointed to fill a vacancy shall be appointed for the unexpired term of such committee or task force member’s predecessor in office. Section 9.9. Procedures. Each committee and task force shall establish procedures for conducting its business and affairs. Such procedures shall be published and available on BCUSA’s website. Section 9.10. Open and Executive Meeting Sessions.

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Ordinarily, all committee and task force meetings shall be open to BCUSA members. In the event the committee or task force chair, with the consent of a majority of the committee or task force members in attendance, deems it appropriate: (i) to exclude members at an open meeting for any #148448 v6 27

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reason, then the chair may declare that the meeting is closed, or (ii) to convene an executive session to consider and discuss topics relating to personnel, nominations, discipline, budget, salary, litigation or other sensitive matter, then the chair may specifically designate and call an executive session. Further, the chair may open a meeting of the committee or task force to non-BCUSA members, with the consent of a majority of the members of the committee or task force in attendance. Section 9.11. Minutes of Meetings. Each committee and task force shall take minutes of its meetings. Section 9.12. Compensation. Committee and task force members shall not receive compensation for their services as committee or task force members, although the reasonable expenses of committee and task force members may be paid or reimbursed in accordance with BCUSA’s policies. Committee and task force members who are not directors of the Board may receive compensation for services rendered to or for the benefit of BCUSA in any other capacity. Section 9.13. Audit Committee. The Audit Committee shall be appointed and have the responsibilities as follows: a. The Board of Directors shall appoint the members of the Audit Committee and its chair, all of whom shall be directors of the Board. An independent director of the Board with financial experience shall be on the Audit Committee.

b. The Audit Committee shall –

1. recommend the independent auditors of BCUSA, review the report of the independent auditors and management letter, and recommend action as needed;

2. investigate topics of fiscal controls and disclosure and such other matter as directed by the Board;

3. perform such other duties as assigned by the Board.

Section 9.14. Ethics Committee. The Ethics Committee shall be appointed and have the responsibilities as follows: a. The Board of Directors shall appoint the members of the Ethics Committee and its chair. Members of the Ethics Committee shall satisfy the standards of independence for #148448 v6 28

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“independent directors” as set forth in these Bylaws. No director of the Board shall be appointed to the Ethics Committee.

b. The Ethics Committee shall –

1. develop, and review on an annual basis, a Code of Ethics for the Board, officers, committee and task force members, volunteers, staff and member organizations for adoption by the Board;

2. generally administer and oversee compliance with the Code of Ethics;

3. review and investigate topics of ethical impropriety and make recommendations on such topics to the Board;

4. review and provide guidance on ethical questions presented to it by the Board, officers, committee and task force members, volunteers, staff and BCUSA members;


Section 9.15. Judicial Committee. The Judicial Committee shall be appointed and have the responsibilities as follows: a. The Board of Directors shall appoint the members of the Judicial Committee and its chair. Members of the Judicial Committee shall satisfy the standards of independence for “independent directors” as set forth in these Bylaws. No director of the Board shall be appointed to the Judicial Committee.

b. The Judicial Committee shall –

1. generally administer and oversee all administrative grievances and right to compete topics filed with BCUSA;

2. identify individuals who would be fair and impartial and who would have the qualifications and ability to serve on hearing panels;

3. hear and render a decision, or appoint a panel to hear and render a decision, on grievances and disciplinary topics;


Section 9.16 Nominating Committee (new) a. The Nominating Committee shall be selected as follows: #148448 v6 29

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1. Two individuals experienced in the field of executive searches who have not participated as an athlete, coach, referee, trainer, manager, administrator or official in the Art of Taekwon-Do shall be selected by the Board of Directors. 2. One athlete meeting the definition of independent. b. No Director of the Board shall be elected/selected to the Nominating Committee. No individual who serves on the Nominating Committee may serve on the Board of Directors. Members of the Nominating Committee are precluded from serving as a Board director or in any other BCUSA capacity, whether governance or on staff, for a period of two (2) years after their service on the Nominating Committee. c. All references in these Bylaws to “Nominating and Governance Committee” are replaced by the term “Nominating Committee.” #148448 v6 30

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SECTION 10. ANNUAL TAEKWON-DO ASSEMBLY Section 10.1. Purpose.

There shall be an annual Taekwon-Do Assembly at which all individual and organization members and other Taekwon-Do constituencies shall gather and provide input to the Board of Directors on important issues confronting the organization. The Board shall provide a report on the “State of the Union.” The Chief Executive Officer shall provide a managerial report addressing issues of concern and importance to BCUSA. Individual and organization members and other Taekwon-Do constituencies may pose questions to the Board and Chief Executive Officer for response. The annual Taekwon-Do Assembly shall be purely advisory and shall have no rulemaking, budgetary, legislative, or other authority. The Board shall determine the agenda of the annual Taekwon-Do Assembly. Notwithstanding the foregoing, an annual meeting of the voting members is not required.

Section 10.2. Place.

The annual Taekwon-Do Assembly shall be held in conjunction with a meeting of the Board of Directors. If practicable, the annual Taekwon-Do Assembly shall also be held in conjunction with a major BCUSA competition

. Section 10.3. Notice.

Notice of the annual Taekwon-Do Assembly stating the place, date and time of the Assembly shall be posted on the website of BCUSA no fewer than thirty (30) days before the date of the meeting. #148448 v6 31

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SECTION 11. ATHLETES’ ADVISORY COUNCIL


BCUSA shall have an Athletes’ Advisory Council consisting of seven (7) individuals.


Those individuals: (i) who have represented the United States as athletes in the Olympic Games, the Pan American Games, World Championships or other major international competitions in the Art of Taekwon-Do within the ten (10) year period prior to December 31 of the year in which the voting topics is held, or (ii) who have competed in and finished in the top half of BCUSA’s National Championships as athletes within the two (2) year period prior to December 31 of the year in which the voting topics is held shall be eligible to run for voting topics to the Athletes’ Advisory Council. Additionally, in order to be eligible to run for voting topics, an individual shall be a citizen of the United States and eighteen (18) years of age or older by December 31 of the year in which the voting topics is held.

Section 11.3. Voting topics/Svoting topics.

Six (6) individuals shall be elected to the Athletes Advisory Council as follows. An individual who meets the qualifications above and who wishes to run for voting topics to the BCUSA Athletes’ Advisory Council and to be placed on the ballot shall obtain at least ten (10) signatures of support from individuals entitled to vote in the voting topics shall submit their nomination materials to BCUSA’s CEO. Those individuals: (i) who have represented the United States as athletes in the Olympic Games, the Pan American Games, World Championships or other major international competitions in the Art of Taekwon-Do within the ten (10) year period prior to December 31 of the year in which the voting topics is held, or (ii) who have competed in BCUSA’s National Championships as athletes within the two (2) year period prior to December 31 of the year in which the voting topics is held shall be eligible to vote in the voting topics. Additionally, in order to be eligible to vote in the voting topics, an individual shall be a citizen of the United States and eighteen (18) years of age or older by December 31 of the year in which the voting topics is held. Further, an individual shall be a member of BCUSA

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sixty (60) days prior to the date of the voting topics (record date) in order to be eligible to vote in the voting topics. The voting topics shall take place after conclusion of the Summer Olympic Games, but prior to January 1 of the year following the Summer Olympic Games. The six (6) individuals with the highest vote totals are elected to the Athletes Advisory Council. The seventh (7th) position on the Athletes’ Advisory Council shall be filled by BCUSA’s representative to the BCUSA Athletes’ Advisory Council.

Section 11.4. Tenure.

The term for members of the Athletes’ Advisory Council shall be for four (4) years. A member shall remain on the Athletes’ Advisory Council until the member’s successor is elected and qualified, or until the member’s earlier resignation, removal, incapacity, disability or death. #148448 v6 32

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Section 11.5. Term Limits.

Section 11.6. Chair.

The Athletes’ Advisory Council shall elect from among its members, by majority vote, a chair. The term of office of the chair shall be four (4) years. The newly elected chair shall take office immediately. The chair shall hold office until the chair’s successor is elected and qualified, or until the chair’s earlier resignation, removal, incapacity, disability or death.

Section 11.7. Board of Directors.

The Athletes’ Advisory Council shall elect from among its members, by majority vote, an individual who shall be an athlete director on the Board.

Section 11.8. Procedures.

The Athletes Advisory Council shall establish procedures for conducting its business and affairs. Such procedures shall be published and available on BCUSA’s website.

Section 11.9. Open and Executive Meeting Sessions.

Ordinarily, all meetings of the Athletes’ Advisory Council shall be open to BCUSA members.. In the event the Athletes Advisory Council chair, with the consent of a majority of the Athletes Advisory Council members in attendance, deems it appropriate: (i) to exclude members at an open meeting for any reason, then the chair may declare that the meeting is closed, or (ii) to convene an executive session to consider and discuss topics relating to personnel, nominations, discipline, budget, salary, litigation or other sensitive matter, then the chair may specifically designate and call an executive session. Further, the chair may open a meeting of the Athletes’ Advisory Council to non-BCUSA members, with the consent of a majority of the members of the Council in attendance.

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Section 11.10. Compensation.

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SECTION 12. BCUSA ATHLETES’ ADVISORY COUNCIL


BCUSA shall have a representative and an alternate representative to the BCUSA Athletes’ Advisory Council.


Those individuals who have represented the United States as athletes in the Olympic Games, the Pan American Games, World Championships or other major international competitions in the Art of Taekwon-Do within the ten (10) year period prior to December 31 of the year in which the voting topics is held shall be eligible to run for voting topics to the BCUSA Athletes’ Advisory Council. Additionally, in order to be eligible to run for voting topics, an individual shall be a citizen of the United States and eighteen (18) years of age or older by December 31 of the year in which the voting topics is held.


An individual who meets the qualifications above and wishes to run for voting topics to the BCUSA Athletes’ Advisory Council and to be placed on the ballot shall obtain at least ten (10) signatures of support from individuals entitled to vote in the voting topics shall submit their nomination materials to BCUSA’s CEO. Those individuals who have represented the United States as athletes in the Olympic Games, the Pan American Games, World Championships or other major international competitions in the Art of Taekwon-Do within the ten (10) year period prior to December 31 of the year in which the voting topics is held shall be eligible to vote in the voting topics. Additionally, in order to be eligible to vote in the voting topics, an individual shall be a citizen of the United States and eighteen (18) years of age or older by December 31 of the year in which the voting topics is held. The voting topics shall take place after conclusion of the Summer Olympic Games, but prior to January 1 of the year following the Summer Olympic Games. The individual with the highest vote total is elected as athlete representative to the BCUSA Athletes’ Advisory Council. The individual with the second highest vote total of the opposite gender (as is required by the BCUSA

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Athletes’ Advisory Council), is elected as the alternate representative to the BCUSA Athletes’ Advisory Council. Section 12.4. Tenure.

The term for all representatives to the BCUSA Athletes’ Advisory Council shall be for four (4) years. A representative shall remain on the BCUSA Athletes’ Advisory Council until the representative’s successor is elected and qualified, or until the representative’s earlier resignation, removal, incapacity, disability or death. #148448 v6 34

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Section 12.5. Term Limits.

No representative to the BCUSA Athletes’ Advisory Council shall serve for more than two (2) consecutive terms. There is no term limit restriction for the position of alternate representative.

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SECTION 13. BCUSA NATIONAL GOVERNING BODIES’ COUNCIL


BCUSA shall have a representative and an alternate representative to the BCUSA National Governing Bodies’ Council.


The Chief Executive Officer shall be BCUSA’s representative to the BCUSA National Governing Bodies’ Council. The Chair of the Board shall be BCUSA’s alternate representative to the BCUSA National Governing Bodies’ Council. #148448 v6 36

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SECTION 14. CHIEF EXECUTIVE OFFICER


BCUSA shall have a Chief Executive Officer.

Section 14.2. Tenure.

The Chief Executive Officer shall be employed by the Board of Directors for whatever term the Board deems appropriate. The Chief Executive Officer may be removed by the Board at any time, with or without cause, but removal shall not affect the contract rights, if any, of the Chief Executive Officer. If the Chief Executive Officer has a contract of employment with BCUSA, the contract shall provide that the Chief Executive Officer’s employment may be terminated by the Board with or without cause.

Section 14.3. Secretary General.

The Chief Executive Officer, or his/her designee, shall serve as Secretary General of BCUSA and in that capacity shall represent BCUSA in relations with the international Arts federation for the Art of Taekwon-Do recognized by the International Taekwon-Do Federation(currently the World Taekwon-Do Federation) and at international Taekwon-Do functions and events.

Section 14.4. Responsibilities.

The Chief Executive Officer shall: a. develop a strategy for achieving BCUSA’s mission, goals and objectives and present the strategy to the Board of Directors for approval;

b. prepare and submit quadrennial and annual budgets to the Board for approval;

c. determine the staff needed to effectively carry out BCUSA’s mission, goals and objectives, within BCUSA’s budget;

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d. oversee the hiring and termination of all staff;

e. either directly or by delegation manage all staff functions;

f. be responsible for resource generation and allocation of resources;

g. coordinate BCUSA’s international activities;

h. with the Chair of the Board, act as BCUSA’s spokesperson;

i. perform all functions as usually pertain to the office of Chief Executive Officer. #148448 v6 37

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SECTION 15. COMPLAINT PROCEDURES

Section 15.1. Designation of Complaints.

The following kinds of complaints may be filed with BCUSA:

a. Administrative Grievance. BCUSA or any member of BCUSA may file a complaint pertaining to any matter within the cognizance of BCUSA, including but not limited to any alleged violation of or grievance concerning: (i) any BCUSA rule or regulation, (ii) any provision of BCUSA’s Bylaws, or (iii) any provision of the Ted Stevens Olympic and Amateur Arts Act relating to BCUSA’s recognition as a National Governing Body;

b. Right to Compete. Any athlete, coach, trainer, manager, administrator or official may file a complaint pertaining to any alleged denial, or alleged threat to deny, of that individuals opportunity to compete in a BCUSA sanctioned competition.

Section 15.2. Jurisdiction.

Any member of BCUSA, by reason of membership, agrees to be subject to these complaint procedures and agrees to be bound by any decision rendered pursuant to these complaint procedures.

Section 15.3. Manner of Filing.

The complainant shall file the complaint with the CEO of the corporation who shall distribute copies to the Judicial Committee members within 10 days of receipt of complaint. Complainant shall also provide proof of service on the respondent. The complaint shall set forth in clear and concise language, preferably in numbered paragraphs: (i) the alleged violation, grievance, denial or threat to deny, and (ii) the remedy requested. The complainant shall sign the complaint and attest to the validity of all statements, provide all necessary supporting materials, and provide proof of BCUSA membership.

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Section 15.4. Filing Fee.

A complaint filed by an individual shall be accompanied with a $250.00 filing fee. A complaint filed by an organization shall be accompanied with a $500.00 filing fee, except that BCUSA is not required to pay a filing fee. The complainant may request that the filing fee be reduced or waived for reasons of significant financial hardship. If such request is made, the Judicial Committee shall determine whether or not to reduce or waive the filing fee.

Section 15.5. Statute of Limitations.

A complaint filed under these Bylaws shall be filed within ninety (90) days of the occurrence of the alleged violation, grievance, denial or threat to deny. #148448 v6 38

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Section 15.6. Doping Decisions.

A decision concerning a doping violation adjudicated by the independent anti-doping organization designated by the BCUSA to conduct drug testing (currently the United States Anti-Doping Agency) shall not be reviewable through, or the subject of, these complaint procedures.

Section 15.7. Field of Play Decisions.

The final decision of a referee during a competition regarding a field of play decision (a matter set forth in the rules of the competition to be within the discretion of the referee) shall not be reviewable through, or the subject of, these compliant procedures unless the decision is: (i) outside the authority of the referee to make, or (ii) the product of fraud, corruption, partiality or other misconduct of the referee. For purposes of this Section, the term “referee” shall include any individual with discretion to make field of play decisions.

Section 15.8 Administration.

The Judicial Committee shall generally administer and oversee all administrative grievances and right to compete topics filed with BCUSA. The Judicial Committee shall be responsible to ensure that all complaints are heard in a timely, fair and impartial manner. The Judicial Committee may promulgate procedures in addition to those set forth in these Bylaws for the effective administration of complaints filed with BCUSA.

Section 15.9 Hearing Panel.

Within 10 days after receipt of a complaint, the chair of the Judicial Committee, after consultation with the other Committee members, shall appoint a hearing panel consisting of three (3) individuals to hear the complaint. The Judicial Committee shall also appoint a chair of the hearing panel. Judicial Committee members may be appointed to and serve on the hearing panel. Other disinterested individuals identified by the Judicial Committee may also be appointed to and serve on the hearing panel. At least one (1) member of the hearing panel shall be an athlete. Members of the panel need not be members of BCUSA or involved in the Art of Taekwon-Do.

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Section 15.10. Conduct of the Proceeding.

The Hearing Panel shall rule on all motions and other topics raised in the proceeding. If the complaint is not dismissed, the hearing panel shall hold a hearing on the complaint. The hearing panel shall set such timelines and other rules regarding the proceeding and the conduct of the hearing as it deems necessary. The hearing shall be informal, except that testimony shall be taken under oath. The hearing may be conducted by teleconference, if necessary or convenient to the parties. Each party shall have the right to appear personally or through a legal representative. All parties shall be given a reasonable opportunity to present and examine evidence, cross-examine witnesses and to present argument. Members of the hearing panel shall have the right to question witnesses or the parties to the proceeding at any time. #148448 v6 39

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Any party may have a record made of the hearing. A court reporter may be present at the hearing at the request of a party. The court reporter shall be paid for by the party requesting the court reporter, or if mutually agreed, the cost may be equally divided. Any transcript shall be paid for by the party requesting the transcript. Unless a delay has been agreed upon by all parties involved, all complaints should be resolved within 180 days of receipt of a valid complaint.

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Section 15.11. Expedited Procedures.

Upon the request of a party, and provided that it is necessary to expedite the proceeding in order to resolve a matter relating to a competition that is so scheduled that compliance with regular procedures would not be likely to produce a sufficiently early decision to do justice to the affected parties, the Judicial Committee is authorized to order that the complaint be heard and decided within forty-eight (48) hours of the filing of the complaint. In such a case, the hearing panel is authorized to hear and decide the complaint pursuant to such procedures as are necessary, but fair to the parties involved.

Section 15.12. Complaints Involving Svoting topics to Participate in a Competition.

Where a complaint is filed involving svoting topics of an individual to participate in a competition, the complainant shall include with the complaint a list of all other individuals, together with their contact information, that may be adversely affected by a decision rendered on the complaint. The adverse party to the complaint shall also submit a list of individuals, together with their contact information, that may be adversely affected by a decision rendered on the complaint. The hearing panel shall determine those individuals who must receive notice of the complaint. The complainant shall then be responsible for providing appropriate notice to these individuals. Any individual so notified then shall have the option to participate in the proceeding as a party. If an individual is notified of the complaint, then that individual shall be bound by the decision of the hearing panel even though the individual chose not to participate as a party.

Section 15.13. Decision.

A decision shall be determined by a majority of the hearing panel. The hearing panel’s decision shall be in writing and distributed to the parties within 10 days of the hearing.

Section 15.14. Arbitration.

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Any party may appeal a decision of the hearing panel to the American Arbitration Association. The arbitrator appointed by the American Arbitration Association shall have the authority to hear the matter anew or if requested by a party to render a decision on a more limited review. Either party may submit the decision of the hearing panel to the arbitrator for the arbitrator’s consideration. The arbitrator may give whatever weight or authority to the hearing panel’s decision as the arbitrator deems appropriate. #148448 v6 40

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SECTION 16. SANCTIONING EVENTS

Section 16.1. Prompt Review of Request.

BCUSA shall promptly review every request submitted by an amateur Arts organization or person for a sanction and make a determination on such request: (i) to hold an international or national amateur athletic competition in the United States, or (ii) to sponsor U.S. Taekwon-Do athletes to compete in an international athletic competition held outside the United States.

16.2. Standard for Review. Section

If BCUSA, as a result of its review: (i) does not determine by clear and convincing evidence that holding or sponsoring an international or national amateur athletic competition would be detrimental to the best interest of Taekwon-Do, and (ii) confirms that the amateur Arts organization or person meets the requirements for obtaining a sanction as set forth in these Bylaws, then BCUSA shall grant the sanction requested by the amateur Arts organization or person. Section 16.3. Requirements for Holding an International or National Amateur Athletic Competition in the United States. An amateur Arts organization or person requesting a sanction to hold an international or national amateur athletic competition in the United States shall comply with the following requirements:

a. submits, in the form required by BCUSA, an application to hold such competition;

b. pays to BCUSA the required sanctioning fee, provided that such fee shall be reasonable and nondiscriminatory;

c. submits to BCUSA an audited or notarized financial report of similar events, if any, conducted by the organization or person; and

d. demonstrates that –

1. appropriate measures have been taken to protect the amateur status of athletes who will take part in the competition and to protect their eligibility to compete in amateur competition;

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2. appropriate provision has been made for validation of records which may be established during the competition;

3. due regard has been given to any international amateur athletic requirements specifically applicable to the competition; #148448 v6 41

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4. the competition will be conducted by qualified officials;

5. proper medical supervision will be provided for athletes who will participate in the competition; and

6. proper safety precautions have been taken to protect the personal welfare of the athletes and spectators at the competition.

Section 16.4. Requirements for Sponsoring U.S. Taekwon-Do Athletes to Compete in an International Athletic Competition Held Outside the United States. An amateur Arts organization or person requesting a sanction to sponsor U.S. Taekwon-Do athletes to compete in an international athletic competition held outside the United States shall comply with the following requirements: a. submits, in the form required by BCUSA, an application to hold such competition;

b. pays to BCUSA the required sanctioning fee, provided that such fee shall be reasonable and nondiscriminatory;

c. submits a report of the most recent trip to a foreign country, if any, that the amateur Arts organization or person sponsored for the purpose of having United States amateur athletes compete in international amateur athletic competition, and

d. submits a letter from the appropriate entity that will hold the international amateur athletic competition certifying that –

1. appropriate measures have been taken to protect the amateur status of athletes who will take part in the competition and to protect their eligibility to compete in amateur competition;

2. appropriate provision has been made for validation of records which may be established during the competition;

3. due regard has been given to any international amateur athletic requirements specifically applicable to the competition;

4. the competition will be conducted by qualified officials;

5. proper medical supervision will be provided for athletes who will participate in the competition; and

6. proper safety precautions have been taken to protect the personal welfare of the athletes and spectators at the competition. #148448 v6 42

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SECTION 17. RECORDS OF THE CORPORATION

Section 17.1. Minutes.

BCUSA shall keep as permanent records minutes of all meetings of the Board of Directors, a record of all actions taken by the Board without a meeting, and a record of all waivers of notices of meetings of the Board.

Section 17.2. Accounting Records.

BCUSA shall maintain appropriate accounting records.

Section 17.3. Membership List.

BCUSA shall maintain a record of the members in a form that permits preparation of a list of the names and addresses of the members in alphabetical order, by class.

Section 17.4. Records In Written Form.

BCUSA shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. Section 17.5. Website. BCUSA shall maintain a website for dissemination of information to its members. BCUSA shall post on its website its Bylaws. Additionally, BCUSA shall post on its website its most recent annual financial statement and its most recent 990 Form filed with the Internal Revenue Service.

Section 17.6. Records Maintained at Principal Office.

BCUSA shall keep a copy of each of the following records at its principal office: a. the articles of incorporation; b. these Bylaws;

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c. rules or regulations adopted by the Board of Directors pertaining to the administration of the Art of Taekwon-Do; d. the minutes of all meetings of the Board of Directors, and records of all action taken by the Board without a meeting, for the past three (3) years; e. all written communications within the past three (3) years to the members generally as the members; f. a list of the names and business or home addresses of the current directors and officers; g. a copy of the most recent corporate report delivered to the Pennsylvania secretary of state;

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h. all financial statements prepared for periods ending during the last three (3) years; i. BCUSA’s application for recognition of exemption and the tax-exemption determination letter issued by the Internal Revenue Service; and j. all other documents or records required to be maintained by BCUSA at its principal office under applicable law or regulation.

Section 17.7. Inspection of Records by Members.

The following rights and restrictions shall apply to the inspection of records by members:

a. Records Maintained at Principal Office. A member shall be entitled to inspect and copy, during regular business hours at BCUSA’s principal office, any of the records of BCUSA described in Section 17.6., [except any personal information such as home addresses, telephone numbers etc.. of BCUSA Staff and Board Members], provided that the member gives BCUSA written demand at least five (5) business days before the date on which the member wishes to inspect and copy such records.

b. Financial Statements. Upon the written request of any member, BCUSA shall mail to such member its most recent annual financial statements showing in reasonable detail its assets and liabilities and results of its operations.

c. Membership List.

1. Preparation of Membership Voting List. After determining the members entitled to vote in an voting topics BCUSA shall prepare, by class, an alphabetical list of the names of all members who are entitled to vote. The list shall show for each member entitled to vote, that member’s name and address, and the number of votes the member is entitled to cast.

2. 2. Right of Inspection. A member shall be entitled to inspect and copy, during regular business hours at BCUSA’s principal office, a list of members who are entitled to vote in an voting

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topics, provided that (i) the member has been a member for at least three (3) months immediately preceding the demand to inspect or copy, (ii) the demand is made in good faith and for a proper purpose reasonably related to the member’s interest as a member, (iii) the member gives BCUSA written demand at least five (5) business days before the date on which the member wishes to inspect and copy such voting list, (iv) the member describes with reasonable particularity the purpose for the inspection, and (v) the inspection of the list of members is directly connected with the described purpose. Any member seeking to inspect and copy a membership list shall, prior to such inspection and copying, execute a signed agreement in the form as approved by BCUSA limiting the use of such list in accordance with Section 17.7.c.3. #148448 v6 44

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3. Limitation on Use of Membership Voting List. Without consent of the Board of Directors, a membership voting list may not be obtained or used by any person for any purpose unrelated to a member’s interest as a member. Without limiting the generality of the previous sentence, without the consent of the Board a membership voting list may not be: (i) used to solicit money or property; (ii) used for any commercial purpose; or (iii) sold to or purchased by any person. d. Scope of Members’ Inspection Rights. 1. Agent or Attorney. The member’s duly authorized agent or attorney has the same inspection and copying rights as the member. 2. Right to Copy. The right to copy records under these Bylaws includes, if reasonable, the right to receive copies made by photographic, xerographic, electronic or other means. 3. Reasonable Charge for Copies. BCUSA may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to a member. The charge may not exceed the estimated cost of production and reproduction of the records. 4. Litigation. Nothing in these Bylaws shall limit the right of a member to inspect records to the same extent as any other litigant if the member is in litigation with BCUSA, or the power of a court to compel the production of corporate records for examination. #148448 v6 45

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SECTION 18. CODE OF ETHICS Section 18.1. Code of Ethics. The BCUSA Code of Ethics applies to directors of the Board, officers, committees, task forces, members, employees and others who are associated with BCUSA. The Code of Ethics shall be approved by the Board. The Ethics Committee shall oversee implementation of and compliance with the Code of Ethics. Blue Cottage U.S.A.(“BCUSA”) CODE OF ETHICS Introduction As the National Governing Body for the Olympic Art of Taekwon-Do in the United States, and because we operate in the public spotlight, we are expected to conduct our affairs on a basis consistent with the great trust that has been placed in us. This requires our behavior to conform to the highest ethical principles. For these reasons, BCUSA requires its volunteers and staff to conduct business with integrity, to maintain a high standard of ethical conduct and to be guided by the knowledge that we are guardians of the Olympic Taekwon-Do values, spirit, and ideals. Furthermore, because the appearance of impropriety can be just as damaging as actual impropriety, conduct, which appears to be improper, is also unacceptable. Accordingly, volunteers, staff, and members are required to comply with the following BCUSA Code of Ethics when representing or participating in BCUSA activities or events: a. Conduct all dealings with honesty and fairness.

b. Respect the rights of all employees to fair treatment and equal opportunity, free from discrimination or harassment of any type.

c. Know, understand and comply with the laws, regulations, and codes of conduct governing the conduct of BCUSA business - both domestic and foreign.

d. Ensure that all transactions are handled honestly and recorded accurately.

e. Protect information that belongs to BCUSA, our donors, sponsors, suppliers and fellow workers.

f. Avoid conflicts of interest, both real and perceived.

g. Never use BCUSA assets or information for personal gain.

h. Recognize that even the appearance of misconduct or impropriety can be very damaging to the reputation of BCUSA and act accordingly. #148448 v6 46

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BCUSA Code of Ethics (con.) Conflicts of Interest These principles provide a framework of integrity for interactions with or on behalf of BCUSA. However, given the unique makeup of BCUSA, more in depth questions may arise regarding conflicts of interest. For this reason the following guidance is provided: BCUSA defines a conflict of interest as any personal or financial relationship that could influence or be perceived to influence your objectivity when representing or conducting business for, or on behalf of BCUSA. For example if (1) personal or financial interests exist with any person or concern with whom BCUSA has a business or other relationship and (2) the other relationship or interest could influence or be perceived to influence the objectivity of your decisions, you must: a. Disclose the interest to the Chair of the Board, who shall refer the matter to the Ethics Committee for further consideration; and

b. Excuse yourself from any formal or informal discussions related to the relationship between BCUSA and the person or concern; and

c. Abstain from voting and from seeking to influence the vote on any matter related to the person or concern.

Inappropriate hospitality or gift giving between individuals can also create a conflict of interest. BCUSA defines inappropriate hospitality as the offering or receiving of accommodations, tours, event tickets, entertainment, meals or other similar personal benefits except as specifically provided for by applicable policies. Similarly, BCUSA prohibits the receipt or giving of personal gifts except for items of nominal value such as coffee mugs, hats, pins, etc. unless specifically provided for by applicable policies. Questions regarding the application of BCUSA’s hospitality and gift policies must be addressed to the Ethics Committee Chair. Enforcement Any person or member organization that violates or condones the violation of the Code of Ethics is subject to disciplinary measures, which may include termination of membership, employment, and expulsion from the board, committee, or task force. The Ethics Committee shall review all violations of the Code of Ethics and, if appropriate, recommend sanctions to the Board of Directors (as to volunteers) or the Chief Executive Officer (as to staff). This code serves as a framework for ethical conduct but does not cover every situation. If you are unclear about the requirements of this code, please consult your supervisor or contact the Chair of the Ethics Committee as follows: Pottstown, PA 19464 Telephone: 610-451-3921

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SECTION 19. FIDUCIARY TOPICS Section 19.1. Indemnification. BCUSA shall defend, indemnify and hold harmless each director of the Board and each officer from and against all claims, charges and expenses which he or she incurs as a result of any action or lawsuit brought against such director or officer arising out of the latter’s performance of his or her duties in BCUSA, unless such claims, charges and expenses were caused by fraud or willful misconduct on the part of said officer or director. Section 19.2. Discharge of Duties. Each director of the Board and officer shall discharge his or her duties: (i) in good faith, (ii) with the care an ordinarily prudent individual in a like position would exercise under similar circumstances, and (iii) in a manner the director or officer reasonably believes to be in the best interests of BCUSA. Section 19.3. Conflicts of Interest. If any director of the Board, officer, committee or task force member has a financial interest in any contract or transaction involving BCUSA, or has an interest adverse to BCUSA’s business affairs, and that individual is in a position to influence a determination with regard to the contract, transaction or business affair, such individual shall: (i) disclose the conflict of interest, (ii) not participate in the evaluation of the contract, transaction or business affair and (iii) not vote on the contract, transaction or business affair. Section 19.4. Prohibited Loans. No loans shall be made by BCUSA to the Chair of the Board, to any director of the Board, or to any committee or task force member or to any BCUSA employee. Any Chair, director, committee or task force member or BCUSA employee, who assents to or participates in the making of any such loan, shall be liable to BCUSA for the amount of such loan until it is repaid. #148448 v6 48

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SECTION 20. FINANCIAL TOPICS Section 20.1. Fiscal Year. The fiscal year of BCUSA shall commence January 1 and end on December 31 each year. Section 20.2. Budget. BCUSA shall have an annual budget. Section 20.3. Audit Each year BCUSA shall have an annual audit of its books and accounts prepared by an independent certified public accountant as recommended by the Audit Committee. The Audit Committee shall provide the auditors report to the Board of Directors upon completion. Section 20.4. Individual Liability. No individual director of the Board or officer shall be personally liable in respect of any debt or other obligation incurred in the name of BCUSA pursuant to the authority granted directly or indirectly by the Board of Directors. Section 20.5. Irrevocable Dedication and Dissolution. The property of BCUSA is irrevocably dedicated to charitable purposes, and no part of the net income or assets of BCUSA shall inure to the benefit of private persons. Upon the dissolution or winding up of BCUSA, its assets remaining after payment, or provision for payment, of all debts and liabilities of BCUSA, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code, as amended. #148448 v6 49

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SECTION 21. MISCELLANEOUS PROVISIONS Section 21.1. Severability and Headings. The invalidity of any provision of these Bylaws shall not affect the other provisions of these Bylaws, and in such event these Bylaws shall be construed in all respects as if such invalid provision were omitted. Section 21.2. Saving Clause. Failure of literal or complete compliance with any provision of these Bylaws in respect of dates and times of notice, or the sending or receipt of the same, or errors in phraseology of notice of proposals, which in the judgment of the directors of the Board do not cause substantial injury to the rights of the directors, shall not invalidate the actions or proceedings of the directors at any meeting. #148448 v6 50

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SECTION 22. AMENDMENTS OF BYLAWS Section 22.1. Amendments

These Bylaws may be amended, repealed, or altered, in whole or in part, and new Bylaws may be adopted, by a majority of directors of

the Board at any meeting duly called and at which a quorum is present. By Laws

On October 24th, 2013, the Board of Directors of the Blue Cottage U.S.A. approved unanimously the adoption of the

By-Law; it was then signed by the President and the Secretary-General.

Excerpts of By-Law and headings of all sections are reproduced below. To obtain a copy of the complete text, please contact the National Association or the Secretary-General of Blue Cottage U.S.A..

1. Scope of Application

Blue Cottage U.S.A. and all affiliated organizations operate in accordance with the Constitution as approved by the ITF

Headquarters Korea - International Taekwon-Do Federation

.

The By-Laws, Rules and Regulations supplement the Constitution and reflect the detailed policy of the International Taekwon-Do Federation. The By-Laws must be in harmony with the Constitution; in case of conflict, the terms of the Constitution prevail.

2. Communications

English and Spanish are the official languages of the International Taekwon-Do Federation, but other languages may also be used when appropriate.

Meetings of the Board of Directors and of the various committees may be held in person, by telephone or by Skype videoconferencing.

Official International Taekwon-Do Federation information may be transmitted through:

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a. Information letters. b. Advertising, featuring in-depth articles. c. Official Web site.

3. Guiding Principles

a. Practitioners of Taekwon-Do (TKD) recognize that they are forever students of our Founder, General Choi Hong Hi. The International Taekwon-Do Federation and its affiliated organizations will strengthen and promote the legacy of General Choi as described in his Encyclopaedia of Taekwon-Do, notably the twenty-four patterns and the philosophy.

b. The International Taekwon-Do Federation belongs to all its members; it must work for its members and with its members to provide the services they need and want.

c. The International Taekwon-Do Federation and its affiliated organizations are always open to suggestions from members and encourage innovative ideas.

d. The International Taekwon-Do Federation and its affiliated organizations are and must remain free of all political influence.

e. All decisions made by the administrators of the International Taekwon-Do Federation and its affiliated organizations must be fair, impartial and justified.

f. The International Taekwon-Do Federation must play a proactive role in strategic areas such as communications and the development of the International Taekwon-Do Federation in its four facets: as a Art and a martial art, but also as a way of life and a tool for social development.

g. The International Taekwon-Do Federation and its affiliated organizations must put maximum on-going efforts into building and maintaining an efficient structure and professional operations.

h. All qualifications and promotions within the International Taekwon-Do Federation and its affiliated organizations will be attributed according to merit and in conformity with well-established criteria.

i. The key to the future development of the International Taekwon-Do Federation and its affiliated organizations is its core group of Grand Masters, Masters and Instructors.

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j. Each individual who holds an official position in the International Taekwon-Do Federation or an affiliated organization or is accredited by the International Taekwon-Do Federation (including instructors, umpires, seminar leaders, examiners) must be an active member. This means he must have taken the appropriate courses, have the required certificates, and have paid all fees applicable. He must not be subject to disciplinary measures and must respect and apply the regulations of the International Taekwon-Do Federation

k. The respect of hierarchy authority is an important principle in all martial arts. All members of International Taekwon-Do Federation will respect those who are their seniors in the organization, particularly their instructor. On the other hand, the seniors will treat their students and other juniors with respect and fairness.

4. Structure

4.1 The General Assembly – Voting Procedure

Each member representing his country has the right to attend with a maximum of two delegates. Only one of the representatives has the right to vote.

The number of votes is based on the number of the schools/clubs (plaque holders) in their country.From one (1) to twenty five (25) schools /clubs (plaque holders): one (1) voteFrom twenty six (26) to fifty (50) schools/clubs (plaque holders): two (2) votesFrom fifty one (51) to seventy five (75) schools/clubs (plaque holders): three (3) votesFrom seventy six (76) to one hundred (100) schools/clubs (plaque holders): four (4) votesFrom one hundred and one (101) and up schools/clubs (plaque holders): five (5) votes

4.1A Each member representing there, school, state, group, etc. has the right for one person to attend the ITF-USA congress.Voting procedure:

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a. 1-25 ITF-USA members has 1 vote, 26-50 members has 2 votes, 51-75 has 3 votes, 76-100 has 4 votes, 101 and up has 5 votes which is the max.

4.2 The Board of Directors

The Board of Directors is composed of the President, one (1) First (Senior) Vice President, two (2) Vice Presidents, one (1) Secretary-General, one (1) Treasurer and one (1) Director and one (1) Board Member from each Continent representing the Continental Federation.

The members of the Board of Directors serve a four-year term. Board Meetings are generally held once a year. When possible, these meetings are planned to coincide with international events. In between meetings, on a monthly basis or for urgent business, Board Members will be contacted by e-mail or other means to vote or provide their opinion on subjects within their mandate.

4.2A Based on ITF-USA Constitution, which states President, one(1) Senior Vice-president, two (2) Vice-presidents, one(1) Secretary General, one (1)Treasurer. To serve 3 year terms.

a. ITF-USA Board of Directors meetings to be in person two times a year and an every other month teleconference if needed. Other meetings will be held if necessary.b. E-mails and notifications must be responded within 5 business days. After this period of time majority rules. A minimum of 3 votes is necessary. If there is a tie or not enough votes the ITF-USA president’s vote will count.c. Remove director

To run for the board of directors you must submit a background check, an application and a resume.

You must be an active member of the ITF-USA and in good standing with the ITF & ITF-USA.

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TaeKwon-Do or competing Organization. This rule is to prevent any one person(s) from gaining control over the ITF-USA Board of Directors.

The Board:

a. Approves objectives, action plans and budgets. b. Amends and approves By-Laws, rules, policies and

procedures. c. Presents to General Assembly for approval any

modifications to the Constitution that may become necessary.

d. Participates in development and review of strategic planning.

e. For each Standing Committee, nominates a Chair and approves the list of committee members submitted by the Chair.

f. Approves decisions of Masters Promotion Committee (including recognition of equivalencies)

g. Approves decisions of the Technical & Instruction, Tournament and Umpire Committee.

h. Ratifies decisions to accept new members. i. Makes decisions about cases of discipline and

expulsion. j. Makes decisions to take legal action when necessary. k. Takes any other actions within the mandate conferred

by the Constitution and in the best interests of the International Taekwon-Do Federation and its members.

l. May apply temporary disciplinary measures on a member or an individual.

The Board of Directors may approve expenses up to 5,000.00 USD (five thousand United States dollars) per case.

4.3 The Executive Committee

The Executive Committee is composed of the President, one (1) First (Senior) Vice President, two (2) Vice Presidents, one (1) Secretary-General, one (1) Treasurer and one (1) Director.

4.3 Remove Director

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a. Executes decisions taken by the Board of Directors. b. Ensures day-to-day management of International

Taekwon-Do Federation. c. May apply temporary disciplinary measures on a

member or an individual, pending investigation and a decision by the Board of Directors.

The Executive Committee may approve expenses up to 5,000.00 USD (five thousand United States dollars) per case.

4.4 The President

As stated in the Constitution, the President is responsible for the development and maintenance of policy affecting the affairs of the International Taekwon-Do Federation and represents the International Taekwon-Do Federation in all international functions.

The President oversees the general operations of the International Taekwon-Do Federation.

The President chairs meetings of the Board of Directors and the Congress, as well as other meetings involving the members of the Board of Directors and the Chairs of the Standing Committees. He is an ex officio member of all committees.

The President works with the members of the Board of Directors and with other advisors chosen for their knowledge and experience.

The office of the President is responsible for:

a. Strategy and orientation. b. Public relations (general public, other martial arts

organizations, international Arts organizations, etc.) c. Communications (media interviews, Web site, press

releases; International Taekwon-Do Federation News and other publications)

d. Ethics and discipline.

The President may authorize expenses of up to 12,000.00 USD (twelve thousand United States dollars) per year.

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4.4A Remove expenses of president for any dollar amount.

4.5 The First (Senior) Vice-President

The First (Senior) Vice-President is responsible for:

a. Analysing International Taekwon-Do Federation revenues, reports and making recommendations to the President regularly.

b. Identifying and developing strategies to generate new services for the International Taekwon-Do Federation and ensures the implementation of these strategies in cooperation with the Development Committee.

c. Follow-up on action plans with those responsible; reports results to the President.

d. Providing solutions and resources necessary to reach objectives.

e. Mediating in conflicts. f. May be given responsibility for specific files or

projects. g. Coordinating and supervising articles to be published

through the Communication Committee (CC).

4.6 The Second Vice-President

The Second Vice-President is responsible for:

a. Developing and maintaining relations with Grand Masters, Masters and Instructors.

b. Identifying their needs in technical topics in cooperation with the Technical & Instruction Committee.

c. Conducting surveys, consultations, and analyses of technical needs.

d. Ensuring a "good fit" between technical decisions and administration.

e. For legal cases in which the International Taekwon-Do Federation may be involved in cooperation with the Board of Directors.

4.7 The Third Vice-President

The Third Vice-President is responsible for:

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a. Promoting development of International Taekwon-Do Federation TKD in countries, with schools and practitioners.

b. Ascertaining current status in each country and needs for development.

c. Suggesting short-term and long-term priorities.d. Monitoring and controls use of International Taekwon-

Do Federation name, logo, etc. worldwide.e. Making sure that the International Taekwon-Do

Federation name is registered as a trademark in all member countries.

f. Sponsorship relation(s).

4.8 The Secretary-General

The Secretary-General is responsible for:

a. Handling correspondence and queries about the International Taekwon-Do Federation.

b. Forwarding correspondence to appropriate officer or committee and ensures follow-up.

c. Ensuring regular dissemination to members of the Board of Directors and Chairs of Standing Committees of information pertinent to their mandates or of general interest.

d. Agenda, logistics, and minutes of meetings of the Board of Directors and of the General Assembly.

e. Using e-mail or other means to transmit to members of the Board of Directors documents about current files, requesting that they vote or give their opinion; ensures follow-up.

f. Consulting the Board of Directors about actions to be taken in urgent topics

g. Processes membership applications. h. Maintaining a filing system, including files on national

and individual members i. Issuing all International Taekwon-Do Federation

certificates (International Instructors, Umpires, and Black Belt Degree, International Instructor Training Certificate, etc.).

j. Performing other administrative tasks as required.

4.9 The Treasurer

The Treasurer is responsible for:

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a. Implementing and maintains the International Taekwon-Do Federation accounting system.

b. Preparing the budgets for operations, development and promotion.

c. Ensuring application of appropriate policies and procedures for accounting.

d. Producing detailed quarterly and annual financial statements.

e. Producing other financial reports as required. f. Communicating frequently with the Board of Directors

to provide feedback about the finances of International Taekwon-Do Federation.

4.10 The Director:

The Director is responsible for:

Keeping relations with the Tournament Committee and Umpire Committee in order that proposals from the Tournament Committee and or Umpire Committee are being processed to the Board of Directors. Supervising that all Job Responsibilities of the Tournament Organizing Committee are being complied with. Any other issue might be given to the Director by the Board of Directors.

4.10 Position of Director is removed from ITF-USA

4.11 The Standing Committees

The Chair of each Standing Committee is appointed by the Board of Directors. The Chair then submits to the Board of Directors for approval the names of the individuals proposed as members of that committee. From among the names submitted, the Board of Directors appoints at least two, and no more than four, members for each committee. The Chairs and members of the Standing Committees serve a four-year term. The President of International Taekwon-Do Federation is an ex officio member of all committees.

The Standing Committees:

a. Are empowered to promulgate and act according to their rules, which must not be in conflict with the Constitution or By-Laws, subject to approval of the Board of Directors.

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b. On their own initiative or at the request of the Board of Directors, give opinions, make suggestions and recommendations within the scope of their responsibilities.

c. Apply all policies, rules, and procedures within the scope of their responsibilities.

d. Set objectives, outline action plans, and identify resources needed to reach those objectives.

e. Present a formal annual progress report to the Board.

The Chair of each Standing Committee may authorize expenses of up to a total of 1,000.00 USD (one thousand United States dollars) per year.

If a member of a committee resigns or is otherwise unable to perform his duties, the Board of Directors may appoint another member to serve for the remainder of his term.

4.11 A Standing Committees must include at least member or committee is removed. Committee member has a term of 3 years. The ITF-USA board of directors must approve committee decisions. ITF-USA board of directors must approve all expenses. All members of standing committee’s must be active members of the ITF-USA & ITF.

4.11.1 The Technical & Instruction Committee (TIC)

The responsibilities of the Technical & Instruction Committee include the following:

Technical

a. Settle differences in interpretation of International Taekwon-Do Federation techniques.

b. Prepare programs and organize Technical Conferences

c. Collaborate with the Second Vice-President responsible for technical topics.

d. Review documentation on techniques; examine how they are used and eliminate any contradictions.

e. Answer technical questions from members. f. Consult members about their technical needs. g. Provides articles for the International Taekwon-

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Instruction

a. Review and redefine contents of training programs for all levels and all ages.

b. Revise contents and organization of International Instructors Courses.

c. Determine the qualifications necessary and develop a list of Masters selected to give International Seminars or International Instructors Courses.

d. Determine the qualifications necessary and select potential seminar leaders.

e. Write and update model regulations for safety and quality of training

f. Develop and update training tools (techniques, mental development, moral culture, ethics, etc.) using all available media.

g. Consult high ranking 8th and 9th degree Masters about important interpretation or major changes.

4.11.2 The Tournament Committee (TC)

The responsibilities of the Tournament Committee include the following:

a. Run the Tournament inside the Competition Area, supervises the organization inside the Art Stadium, and all the Ceremonies during the Tournament Schedule which will be carried out by Tournament Organizing Committee's.

b. Make the competition schedule and electronic draws, supervises the official weigh in and supervises any other issue the TC considers of importance.

c. Keep track of the results. d. Set Standards, deadlines, and other

requirements for Internet Online Registration or other required.

e. Modernize rules to promote safety. Suggestions of modernizations to be approved by the Board of Directors.

f. Ensure application of Official rules of competition.

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g. Introduce the use of computers and other new technology for tournament organization and scoring.

h. Assist and supervises preparations with the local organizer(s) and report results to the Board of Directors periodically.

i. Develop guides about how to organize a competition at the national and international levels

j. Develop a model business agreement between International Taekwon-Do Federation and the competition organizing committee

k. Establish a policy for the svoting topics of hosts and venues; receives applications from organizing committees, and presents the qualified candidates to the General Assembly where the decision is put to a vote.

4.11.2 / 4.11.3 Tournament Committee & Umpire Committee’s are combined.Members of the Umpire Committee must be included when teaching umpire courses. Members of the Umpire Committee must be ITF Class A umpire. Head of the Umpire Committee must be current with the ITF rules and regulations. A semi Annual report is necessary from Head of Committee to the ITF-USA Board of Directors.

4.11.3 The Umpire Committee (UC)

The responsibilities of the Umpire Committee include the following:

a. Train and qualify class “A” Umpires. b. Monitor qualification and training of class “B”

Umpires. c. Assign Umpires for World Cups and World

Championships d. Monitor performance and conduct of umpires

during Competitione. Keep personal data of Umpires.f. Arrange the daily ring councils for the Umpires

during Competition.g. Modernize rules of competition, ensure

fairness and enhance ease of understanding.

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Suggestions of modernizations needs to be approved by the Board of Directors.

h. Keep a very close relation with the Technical & Instruction Committee requesting at least one of the members of the Technical & Instruction Committee or a GM/Master appointed by the Chairman of the International Taekwon-Do Federation Technical & Instruction Committee to be present at the Umpire course.

The Umpire Committee will be the only one in charge of representing and conducting the Official Umpire Course.

In order to request a "A" class Umpire Certificate the candidate must have participated in an Official International Taekwon-Do Federation Umpire Course.

4.11.4 The Ethics & Discipline Committee (EDC)

The responsibilities of the Ethics & Discipline Committee include the following:

a. Develop and promote a Code of Ethics. b. Promote awareness and knowledge of ethical issues

among members. c. Develop and conduct seminars on ethics and related

topics, in collaboration with the Technical & Instruction Committee.

d. Develop and update tools for teaching ethics and moral culture, in collaboration with the Technical & Instruction Committee.

e. Provide advice and consultation to members on ethical issues and related topics.

f. Develop and apply a decision-making process to review ethics complaints.

g. Negotiate informal resolutions of ethics complaints; if necessary, refer complaints to the Board.

h. Study and recommend principles, policies, and procedures for cases warranting suspension or expulsion.

i. Conduct preliminary investigations of unethical conduct by International Taekwon-Do Federation members particularly in cases of violation of the International Taekwon-Do Federation Constitution, By Laws, policies, or standards.

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j. Make formal ethics complaints to the President when warranted.

4.11.5 The Masters Promotion Committee (MPC)

The responsibilities of the Masters Promotion Committee include the following:

a. Define criteria for promotion to titles of Master and Grand Master.

b. Receive membership applications, conduct examinations, and make recommendations for Black Belts 7th degree and higher.

c. Define promotion criteria for all levels, colours and Black Belts.

d. Develop Examiner’s Guide and pertinent evaluation forms.

e. Develop and conduct seminars for examiners.

4.11.5A Promotion Committee: a. All promotions for 1st Degree and above outside the USA must approved by student’s instructor and ITF-USA Technical Committee. All applications must be sent to ITF-USA Sec. Gen. b. All promotions 4th Degree and above must have approval by their instructor, or by the ITF-USA Technical Committee Advisor and if no instructor is applicable by the technical Committee. This can be by either in person or video. The person applying must be able to show all necessary documentation. All applications must be sent to ITF-USA Sec. Gen. for processing in a timely manner.

4.11.6 The Development Committee (DC)

The Development Committee assists the International Taekwon-Do Federation, its national members, and its Instructors to develop and manage their business.

The responsibilities of the Committee include the following:

a. Organize courses and offer training in development (planning, marketing, sales, public relations, management, motivation).

b. Organize and present seminars on how to set up a TKD school and run it as a successful business.

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c. On request, support the NA and AA by providing assistance for strategic planning, pilot projects, and financing.

d. Suggest programs for social development and possible sources of financing.

4.11.6A & 411.7A Business, Communications & Development Committee: Responsibilities of Committeea. Contact Leads, follow upsb. Report leads and contacts to ITF-USA Board in a quarterly.

4.11.7 The Communications Committee (CC)

The Communications Committee ensures the quality of communications, both internal and external.

The responsibilities of the Committee include the following:

a. Develop and maintain an International Taekwon-Do Federation Web site that is attractive, informative, interactive, and user-friendly in cooperation with the International Taekwon-Do Federation webmaster.

b. Update information on International Taekwon-Do Federation Web site regularly and frequently in collaboration with affiliated organizations.

c. Publish articles, coordinated and supervised by International Taekwon-Do Federation’s First (Senior) Vice President

d. Establish contacts for coverage by major martial arts magazines and other media.

e. Develop an image of the International Taekwon-Do Federation as a dynamic, growing organization that listens to and helps its members to promote that image

f. Prepare an International Taekwon-Do Federation information kit.

g. Planning and implementation for communications. h. Relations with the press and public relations.

4.11.8 The Youth and Students Committee (YSC)

The Youth and Students Committee ensures the quality of communication between the members.

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a. To create a forum for all Youth and Students to put forward suggestions and opinions.

b. To create a web site where discussion might take place.

c. That university students be encouraged to take part in their own events.

The Chairman is responsible as a liaison between the International Taekwon-Do Federation and the others. 4.11.8 Removed

4.12 Continental Federations (CF)

Continental Federations are legally registered democratic organizations, structured in harmony with the International Taekwon-Do Federation Constitution. The Continental Federation of each continent:

a. Consists of National Associations (NA) recognized and affiliated to the International Taekwon-Do Federation on their continent.

b. Represents the International Taekwon-Do Federation for that continent and may not be a member of any International Taekwon-Do body other than International Taekwon-Do Federation.

c. Assures the respect and implementation of International Taekwon-Do Federation By-Laws, policies, standards, and rules by the NA on that continent.

d. Ensures that all Black Belts and all Taekwon-Do teaching members and examiners have official International Taekwon-Do Federation certification and that all country members are members of International Taekwon-Do Federation, in collaboration with the NA(s).

e. Collaborates in the preparation of the yearly International Taekwon-Do Federation calendar of competitions and other activities.

f. Organizes and coordinates tournaments between member countries on their continent.

g. Organizes seminars and other activities. h. Coordinates the timing of regional events such as

seminars and international courses taking place on that continent.

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j. May collect fees from their member countries.

The elected President of the Continental Federation or a person appointed by the Board of Directors is also a member of Board of Directors.

4.13 National Association (NA)

In each country there will be only one “national member” affiliated as “National Association (NA)”.

In order to obtain the status of a National Association (NA) the applicant must present documents that proves his legal national registration and may be given a two (2) years temporary International Taekwon-Do Federation membership.

The applicant may request the NA status after the two (2) years temporary International Taekwon-Do Federation membership.

The Board may approve this request or may decide for another temporary International Taekwon-Do Federation membership.

NA Requirements:

a. Democratic and well structured legally registered non profit organization.

b. Affiliating all instructors with a minimum of 10 Instructors and 20 black belt holders (requirements may change according to the country’s population, economical resources or existing laws, etc).

c. Sends one delegate to the Continental Federation and to the International Taekwon-Do Federation General Assembly meeting.

d. Represents the International Taekwon-Do Federation in that country and may not be a member of any National or International Taekwon-Do or similar body other than International Taekwon-Do Federation. In case the NA is comprised by an other martial arts association the operation of the International Taekwon-Do Federation section must comply with the International Taekwon-Do Federation rules.

e. Assures implementation and respect of the International Taekwon-Do Federation Constitution,

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By-Laws, policies, regulations and International Taekwon-Do Federation.

f. Ensures that all Black Belts, teaching members, and examiners have official International Taekwon-Do Federation certification.

g. Ensures that its Members are not affiliated to any other National or International Taekwon-Do or similar body other than the International Taekwon-Do Federation.

h. May issue national Black Belt Certificates, checking with International Taekwon-Do Federation before doing so to make sure that the candidate has a valid International Taekwon-Do Federation Black Belt Certificate for that degree; the International Taekwon-Do Federation Black Belt Certificate number must appear on the National Black Belt Certificate.

i. May organize national Umpire seminars and request the International Taekwon-Do Federation Umpire “B” certificate.

j. Organizes and coordinates annual national tournaments in that country as well as other activities.

k. Shall arrange a joined National Championship in order to select individuals and teams to represent the country for official international events as Continental and World Championships, including all International Taekwon-Do Federation practitioners in whether they are affiliated with the NA or with Allied Associations (AA’s).

l. Ensures that only those authorized by International Taekwon-Do Federation are involved in the manufacture, distribution, and sale of doboks, equipment, badges, and other items bearing the logo and/or the name of International Taekwon-Do Federation.

m. In the first quarter of each calendar year, makes a report to the Board of Directors.

n. Collects membership fees and remits appropriate amounts to International Taekwon-Do Federation.

o. Status may be revised in case the above mentioned points from a to l are not being respected.

In order to remain a National Association (NA) the NA must request at least 10 Plaques Licences yearly. (Requirements may change according to the country’s population, economical resources or existing laws, etc).

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National Associations (NA) who do not full fill above mentioned requirement shall lose the status of NA and might obtain the status as a Taekwon-Do School, Club and/or Training Centre.

Existing National Associations (NA) that are unable to deliver required documents – if requested - as laid down in art. 4.13 point. a shall lose their status as NA and might obtain the status as a Taekwon-Do School, Club and/or Training Centre.

4.14 Allied Association (AA)

In addition to the NA in a country, the International Taekwon-Do Federation may recognize other Associations as “Allied Associations” (AA).

The International Taekwon-Do Federation does not accept applications from Associations that:

a. Received disciplinary sanctions or were expelled by any other national or International Taekwon-Do Federation.

b. Released negative propaganda towards the International Taekwon-Do Federation through articles, letters, interviews and other.

c. Created serious problems to the existing National Association in any country.

d. Are affiliated or having commitments to other Taekwon-Do groups/ associations which practice the ITF system in their country.

e. Don’t wish to be part of the National Association anymore but aren’t able to supply a credible reason to create an Allied Association.

In addition the applicant, to be eligible to apply for a temporary recognition as an AA, must fulfil the following requirements:

a. Democratic and well structured legally and non profit registered association

b. Affiliating all instructors with a minimum of 10 Instructors and 20 black belt holders (requirements may change according to the country’s population, economical resources or existing laws, etc).

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c. Must practise Taekwon-Do as taught by the founder of TKD, General Choi Hong Hi, and act in accordance with the International Taekwon-Do Federation Constitution, By-Laws, policies, standards, and regulations.

d. Must not be a member of any National and or International Taekwon-Do or similar body other than International Taekwon-Do Federation. In case the NA is comprised by an other martial arts association the operation of the International Taekwon-Do Federation section must comply with the International Taekwon-Do Federation rules.

e. Must be headed by a person holding at least a 4th Degree Black Belt membership, certified by International Taekwon-Do Federation.

f. Must ensure that all Black Belts, teaching members, and examiners have official International Taekwon-Do Federation certification.

g. Must ensure that its Members are not affiliated to any other National or International Taekwon-Do or similar body other than the International Taekwon-Do Federation.

h. May issue national Black Belt Certificates, checking with International Taekwon-Do Federation before doing so to make sure that the candidate has a valid International Taekwon-Do Federation Black Belt Certificate for that degree; the International Taekwon-Do Federation Black Belt Certificate number must appear on the National Black Belt Certificate.

i. May organize national Umpire seminars and request the International Taekwon-Do Federation Umpire “B” certificate.

j. May coordinate with the NA to submit names of individuals and/or teams for Continental and World Championships.

k. Must ensure that only those authorized by International Taekwon-Do Federation are involved in the manufacture, distribution, and sale of doboks, equipment, badges, and other items bearing the logo and/or the name of International Taekwon-Do Federation.

l. Must deliver a report to the Board of Directors in the first quarter of each calendar year.

m. Must collect membership fees and remit appropriate amounts to International Taekwon-Do Federation.

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In order to remain as an Allied Association (AA) the AA must request at least 10 Plaques Licences yearly. (Requirements may change according to the country’s population, economical resources or existing laws, etc).

Allied Associations (AA) who do not full fill above mention requirement shall lose the status of AA and might obtain the status as a Taekwon-Do School, Club and/or Training Centre.

Existing Allied Associations (AA) that are unable to deliver required documents – if requested - as laid down in art. 4.14 point. a - shall lose their status as AA and might obtain the status as a Taekwon-Do School, Club and/or Training Centre.

4.15 Procedure between National Association (NA) and Allied Associations AA(s):

Organizations: The entities are entitled to work independently following the By Laws, Rules and Regulations.Entities will remain, economically and administratively independent of the National Association (NA) and have the possibility to have their own activities.

Countries with one or more than one Allied Association (AA)

In countries where there are one or more than one Allied Association (AA) in agreement, the National Association (NA) will be the representative for all of them.

Promotions for degree:

a. Organizations are authorized to promote for Black Belt Degree following the approved procedure.

b. The NA will be in charge of updating the National Degree Register where all promotions will be recorded. The AA will provide the necessary information to the NA.

c. The AA must send a copy of the Degree promotion plus 5% of the certificate fee to the NA according the International Taekwon-Do Federation rules.

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d. The International Taekwon-Do Federation must receive a copy of the 5% payment and then shall issue the certificates.

Discipline:

a. The NA will be in charge of updating the National Discipline Register. The AA will provide the information needed.

b. Both entities are deemed independent for a disciplinary matter and will accept the decision of the other with previous agreement of the International Taekwon-Do Federation.

International Instructor and /or Umpire Courses:

a. The NA has the right to organize the International Instructor, Umpire Course, or any other International Taekwon-Do Federation course and may allow the AA to be part of the movement.

b. In the case an AA wishes to organize an IIC or UC, it must obtain the International Taekwon-Do Federation approval.

Continental and International Taekwon-Do Federation World General Assembly:

a. The NA will represent its country in the Continental or International Taekwon-Do Federation World General Assembly.

b. AA members may be present as observers.c. The NA should consult the AA, before taking

decisions.

Championships:

a. The NA shall be in charge of organizing a joint National Taekwon-Do Championship and shall invite all International Taekwon-Do Federation practitioners whether they are affiliated with the National Association (NA) or with Allied Associations (AA’s) with at least three (3) months notice prior to the Continental Championships in order that entities have enough time to inform and prepare their students.

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b. The NA shall be in charge of organizing a joint National Taekwon-Do Championship and shall invite all International Taekwon-Do Federation practitioners whether they are affiliated with the National Association (NA) or with Allied Associations (AA’s) with at least three (3) months notice prior to the World Championships in order that entities have enough time to inform and prepare their students.

c. The NA shall set the date, place, time and competition entrance fee.

d. A copy of the invitation must be sent to the International Taekwon-Do Federation and the Continental Federation.

e. NA and AA Black Belt competitors shall compete in the categories and /or divisions according to the International Taekwon-Do Federation Tournament rules in order that they may qualify for their speciality like pattern, sparring, power, spec. techniques and Pre Free Arranged Sparring.

f. All competitors must wear the official International Taekwon-Do Federation Dobok.

g. The 1st place winners of each individual category or division will be automatically representatives of categories or divisions in the Continental and World Championship.

h. If the selected competitor is unable to participate in the International Event he/she shall be immediately replaced by the 2nd place winner.

i. If the NA is not able or willing to organize the joint National Taekwon-Do Championships both mentioned Championships shall be organized by the AA.

Inscription competition fee for the joined National Taekwon-Do Championships:

The competition inscription fee must be reasonable and the settled amount must be the same for all competitors.

Umpires for National Championships:

Participating Umpires at the National Championships shall be selected Umpires from the NA and AA and must be in possession of the International Taekwon-Do Federation Umpire “B” or “A” certificate and ID Card.

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Continental and World Championships - Svoting topics Procedure and Participation:

National Team Coach(es) for Continental and/or World Championships:

The National Team Coach(es) will be appointed by the NA who may invite any other coach(es) if he thinks it is necessary. He/She/They is/are in charge of selecting the members for the Team events ONLY.

Individual Coach(es) for Continental and World Championships:

The 1st place winners of each individual category or division obtained in the joint National International Taekwon-Do Federation Championships shall be, automatically, the representative for his/her category or division in the Continental and World Championship. Individual competitors are not obliged to join the National Team Training as they can be prepared by their own association or personal coach.

Economical participation at Continental and World Championship:

Each Competitor may be sponsored through their own organization.The individual competition entrance fee for Continental and World Championship will be paid by organization or competitors of both entities.The Team competition entrance fee for Continental and World Championship will be paid by the NA.

National Team trainings:

The National Team Training(s) and decisions will be made by the NA Coach.In the case of a selected Team NA or AA competitors shall pay the same training fee set by the NA in order to cover the hall rent and coach(es) travel expenses if requested.The National Team Training(s) will be announced at least 4 weeks prior to the training sessions.

National Tracksuit:

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The National Tracksuit will be designed and ordered through the NA and will be given to the selected members.Any selected NA or AA member will cover the same cost of the tracksuit. In case of a sponsor the tracksuit will be given to all selected members for free.

Dobok and Safety Equipment:

Both entities must wear the International Taekwon-Do Federation Dobok and assure to print the country name above belt level of the Dobok jacket.Sparring competitors must be in possession of a red and blue pair of Safe T Equipment approved by International Taekwon-Do Federation

Travel and Accommodation Expenses:

Both entities may arrange and will take care of their own travel and accommodation expenses.

Umpires and Officials for International Continental and World Events:

a. Both entities will indicate their own Umpires and officials.

b. NA Umpires will have their accommodation expenses covered by the Championships organization as written in the official Championships invitation.

c. AA Umpires will cover their own expenses or might be in agreement with the Championships organization Committee.

4.16 Procedure in case the NA does not invite the AA (s) to the joint national Championships or in other topics of discussion:

In case the NA does not invite the AA(s) to the first joined national Championship three (3) months prior to the event in order to select the competitors for the Continental Championships, the International Taekwon-Do Federation shall take the following decision.

a. Both joint events (Continental and World Championships) will be organized by the AA who will invite NA members.

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b. If NA members do not wish to participate in the joint national Championships they shall not take part in both mentioned Championships (Continental and World Championships).

c. If the AA does not invite the NA to the joint national Championships (Continental and World Championships), the International Taekwon-Do Federation will take the ultimate decision to guarantee a fair solution in order that NA and/or AA members are able to participate at Continental and World Championships.

In case the NA or AA request the presence of a member of the International Taekwon-Do Federation Board of Directors they should send an official invitation and cover the necessary expenses.

In other topics of discussion the International Taekwon-Do Federation will take a fair decision.

4.17 Taekwon-Do School, Club and/or Training Centre

In a country where does not exist an NA or AA or were the applicant does not meet the required items laid down in art.4.13 or 4.14, a Taekwon-Do School, Club and/or Training Centre might be accepted by the International Taekwon-Do Federation Board of Directors as a temporary Club member. All Black Belts must be in possession of the International Taekwon-Do Federation Black Belt Degree certificate.

4.18 Individual Black Belt Members

To be recognized as a Black Belt Degree member he/she must be affiliated through the NA, AA or TKD Schools, Clubs and/or Training Centres accepted by the International Taekwon-Do Federation Board of Directors, and must be in possession of the International Taekwon-Do Federation Black Belt Degree certificate.

5. Instructors and Teaching Licence (Plaque Certificate)

Each individual teaching member - Grand Masters, Masters, Instructors, and Assistant Instructors (from 1st to 9th degree) - must have a valid teaching licence, known as a "plaque".

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The application of a candidate for a teaching licence must be approved by the NA or AA. This approval will be given only for those applicants who train regularly and have attended teaching courses offered by the NA or AA during the period preceding the application.

Starting January 1st, 2004, the plaque fee is 60.00 USD for one year or 100.00 USD for two years.

This fee is collected by the NA or AA which keeps 10.00 USD (or 15.00 USD for two years) and remits 50.00 USD (or 85.00 USD for two years) to the International Taekwon-Do Federation Treasurer.

Upon receipt of the application approved by the NA or AA and the plaque fee, the Secretary General will issue or renew the teaching licence for the applicant.

6. International Activities

An International Instructor, Master or Grand Master may teach in countries other than his home country only with the approval of the Chair of the Technical & Instruction Committee.

A seminar leader may present seminars in countries other than his home country if he has been invited by the NA or AA of that country and if the Chair of the Technical & Instruction Committee has approved.

An examiner may grade candidates in countries other than his home country if he has been invited by the NA or AA of that country and if the Chair of the Masters Promotion Committee has approved.

Anyone who wishes to develop International Taekwon-Do Federation Taekwon-Do in regions not yet served by International Taekwon-Do Federation must present his project to the Chair of the Development Committee and the project must be accepted by the NA or AA responsible for that region, if any. The International Taekwon-Do Federation Board of Directors makes the final decision.

4.18A 6A International Activities: Any instructor who wishes to teach a seminar inside out or out of the country or school must as courtesy inform Blue Cottage U.S.A.

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7. Qualifications

7.1 Requirements

7.1.1 Black Belt Membership Degrees

Before applying for testing for a Black Belt Degree membership, the candidate must have completed the required preparation period. Therefore, the original of the International Taekwon-Do Federation Black Belt membership card or certificate indicating the degree held currently and the promotion date must be shown to the Examination Committee prior to the grading.

grading preparation period additional requirements

1st to 2nd

degree 18 monthsa 3 months reduction will be applied if the candidate participates at one or more IIC’s during preparation period.

2nd to 3rd

degree 2 yearsa 3 months reduction will be applied if the candidate participates at one or more IIC’s during preparation period.

Note: The preparation period for advancement from 1st to 2nd degree or from 2nd to 3rd degree will be reduced by a maximum of three (3) months if the candidate takes one or more International Instructors Courses during the preparation period. In that case, the International Training Certificate number for the course must be provided when applying for grading.

grading preparation period additional requirements

3rd to 4th

degree 3 years

minimum age: 21 years *The candidate must participate at least at one (1) IIC during the preparation period.A 6 months reduction will be applied if the candidate participates at a 2nd IIC during the preparation period.A maximum of one reduction time may be applied.*

4th to 5th

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A 6 months reduction will be applied if the candidate participates at a 2nd IIC during the preparation period.A maximum of one reduction time may be applied.*

5th to 6th

degree 5 years

The candidate must participate at least at one (1) IIC during the preparation period.A 6 months reduction will be applied if the candidate participates at a 2nd IIC during the preparation period.A maximum of one reduction time may be applied.*

6th to 7th

degree 6 years

The candidate must participate at least at two (2) IIC’s during the preparation period.No reduction time is given

7th to 8th

degree 7 yearsThe candidate must participate at least at two (2) IIC’s during the preparation period. No reduction time is given

8th to 9th

degree 8 years

The candidate:a. should be active and must participate at least at two (2) IIC’s during the preparation period.b. no reduction time is givenc. need the support of at least three (3) 9th Degrees to request the promotion.d. should during his career been loyal and accomplished duties for Taekwon-Do in his country and for the International Taekwon-Do Federation. e. must appear in front of the Master Promotion Committee panel at the appointed date. The panel will ask questions which they deem appropriate for the circumstances

In the case the candidate does not full fill above mentioned requirements the board might agree to accept the applicant promotion request according to:a. a special work given by the Board of Directors and complied by the candidate.b. having under his Leadership/Instruction 3 Masters in activity

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organizations and whom did not obtain the 7th and 8th degree degrees through the International Taekwon-Do Federation, or having received a replacement International Taekwon-Do Federation Degree Certificate for above mentioned Degrees

* Completion of at least one International Instructors Course during each preparation period.

Special notes:

Candidates facing physical problems and in time to take a promotion to a higher degree could be recommended by the NA or AA to the Masters Promotion Committee in order to take a special promotion test.

The candidate for Black Belt Degree membership 7th to 9th degrees submits the following requirements one (1) month prior the promotion date to the International Taekwon-Do Federation Administrative HQ:

a. National Degree Application Form.b. Curriculum vitae.c. Thesis (minimum of 6 pages).d. Letter of approval of NA or AA.

The President of the NA or AA signs the candidate’s forms and forwards them to the International Taekwon-Do Federation within one month of the grading date. The new degree holder will receive a Black Belt Degree Certificate, a plastic ID Black Belt degree ID card and a International Taekwon-Do Federation degree pin.

7.1.2 Regulations for the acceptation of Degree graduations of other organizations

a. From 1st up to 3rd Degree the regulations of the NA or AA apply and the International Taekwon-Do Federation shall issue replacement International Taekwon-Do Federation Black Belt Degree certificates for those not in possession of the International Taekwon-Do Federation Black Belt Degree certificate according the settled fee.

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Belt Degree certificate must participate in an IIC in order to obtain the right to apply for a replacement International Taekwon-Do Federation Black Belt Degree certificate according the settled fee.

c. Candidates from 4th to 6th Degree wearing the black stripes on the pants and jacket and in possession of the International Taekwon-Do Federation Black Belt Degree certificate must participate in an IIC in order to confirm their degree status.

d. Applications for 7th to 9th degree must have the approval of the International Taekwon-Do Federation Board of Directors.

e. Candidates must be a member of an NA or AA and must apply for the International Taekwon-Do Federation plaque and International Instructor Certificate.

f. Candidates shall pay the plaque certificate fee for the last three years.

7.1.3 International Instructors Course (IIC)

The International Instructors Course is open to Red Belts, Black Belts, Instructors, Masters and Grand Masters . The NA or AA organizing the course must have received the approval of the Chairman of the International Taekwon-Do Federation Technical & Instruction Committee.

A minimum of two (2) members of the International Taekwon-Do Federation Technical & Instruction Committee is required in order to conduct the course.

Participants receive an International Training Certificate.

a. Contents of International Instructor Course for Black Belts 4th Degree and above:

patterns from Chon-Ji through Tong-Il, according to level

steps, traditional and Arts sparring self-defense applications of traditional techniques philosophy protocol possibility of grading for up to 8th Degree

Black Belt with the approval of the NA and/or AA

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qualification for International Taekwon-Do Federation International Instructor (4th degree and higher)

b. Contents of International Instructor Course for Red Belts (Gup 1 & 2) and Black Belts 1st, 2nd and 3rd Degrees:

training secrets theory of power patterns from Chon-Ji through Choi-Yong,

according to level steps, traditional and Art sparring self-defence applications of traditional techniques tenets of TKD and student oath protocol and the meaning of the Do possibility of grading for up to 3rd Degree

Black Belt with approval of the NA or AA

7.2 Grading

7.2.1 Promotion

a. Promotion to 9th Black Belt Degree membership will be conferred by International Taekwon-Do Federation Board of Directors and ratified by the General Assembly.

b. Promotion to 7th and 8th Black Belt Degree membership will be conferred by at least three (3) members of the Masters Promotion Committee.

c. Promotion to 6th Degree Black Belt membership will be organized and authorized in writing by the NA or AA and conferred by an International Taekwon-Do Federation Master (8th or 9th degree) appointed by the Technical & Instruction Committee.

d. Promotion to 5th Degree Black Belt membership will be organized and authorized in writing by the NA or AA and conferred by an International Taekwon-Do Federation Master (7th ,8th or 9th degree) appointed by the Technical & Instruction Committee.

e. Promotion to 4th Degree Black Belt membership will be organized and authorized in writing by the NA or AA and conferred by an International Taekwon-Do Federation Master (7th , 8th or 9th degree) appointed by the Technical & Instruction Committee.

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f. Promotion to 3rd Degree Black Belt membership must be authorized by the NA or AA and conferred by an International Taekwon-Do Federation International Instructor (6th degree Black Belt or higher).

g. Promotion to 2nd Degree Black Belt membership must be authorized by the NA or AA and conferred by an International Taekwon-Do Federation International Instructor (5th degree Black Belt or higher).

h. Promotion to 1st Degree Black Belt membership must be authorized by the NA or AA and conferred by an International Taekwon-Do Federation International Instructor (4th degree Black Belt or higher).

i. Candidates for Gup grades are graded by International Instructors who are 4th Degree Black Belt members and higher.

7.2.2 Instructors

Instructors are selected among the 4th to 6th Degree Black Belt members and approved by their NA or AA.

7.3.3.International Instructor

An International Instructor is an individual who:

is at least 21 years old is at least a 4th Degree International

Taekwon-Do Federation Black Belt member has participated at the required

International Instructors Course is the holder of an International Instructor

Certificate has a valid International Taekwon-Do

Federation teaching plaque

7.2.4 Assistant Instructors

Assistant Instructors are selected among the 1st to 3rd Degree Black Belt members and approved by their NA or AA.

7.2.5 Grades (Gup)

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There are ten Gup grades from 10th grade (white belt) to 1st grade (red belt with black stripe). Gup certificates are issued by the NA or AA.

7.3 Ordinary Membership Fees

Ordinary Membership fees are set by the Board of Directors and may be amended at any time by the Board. All fees payable to Blue Cottage U.S.A. must be remitted to the Administration Headquarters.

7.3.1 Extra Ordinary Membership Fees

7.3.2 Black Belt Membership Degrees Fees

It is available to NA or AA.

7.3.3 International Instructor Course Fees

They are available to NA or AA

7.3.4 International Umpire Fees


7.3.5 Other Fees


7.3.6 Reduced Fees

Fees for International Instructor Courses may be adjusted, depending on the number of participants.

Reduced fees are granted on the principle that the reduction will be passed on to the students.

7.4 Titles & Functions of Black Belt Teaching Members

a. 9th degree, Grand Master, will be addressed as SASUNG NIM.

b. 8th and 7th degree, Master, will be addressed as SAHYUN NIM.

c. 6th, 5th and 4th degree, Instructor, will be addressed as SABUM NIM.

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d. 3rd, 2nd and 1st degree, Assistant Instructor, will be addressed as BOOSABUM NIM.

7.5 Hierarchy

7.5.1 Seniority among Members

Seniority is established according to grade or degree. If two members hold the same degree, seniority will be established according to the following rule:

a. The date on the grade or degree certificate determines seniority.

b. If two members hold the same grade or degree and their certificates were issued on the same date, the one who started practising Taekwon-Do earlier will be considered senior.

c. If the above criteria are not decisive, the person with the earlier date of birth will be considered to be senior.

7.5.2 Respect & Affiliation

a. The student owes respect, loyalty, and gratitude to his instructor at all times because of the teaching and guidance he has received. Therefore, as the student progresses to higher levels in Taekwon-Do, he continues to work in affiliation with his instructor. Exceptionally, a student may reach a higher Black Belt degree than his instructor, who may have interrupted his training for some reason. Nevertheless, the student must show a special regard for that former instructor.

b. Income from the operations of a Blue Cottage U.S.A. -accredited school, such as examination fees, might be divided between the Master and the instructors according to agreement.

7.5.3 Arbitration

Sometimes, particular circumstances make it difficult for a student and his instructor to continue working in harmony. The student may request permission to change to another instructor.

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After investigation, Blue Cottage U.S.A. Board of Directors can apply sanctions, which may include expulsion.

8. Dress Specifications

8.1 Dobok:

Practitioners must wear the current International Taekwon-Do Federation approved Dobok, introduced in 1982.

The Dobok consists of a jacket, pants, and a belt.

a. Grade members (colour belts) wear the basic uniform:

The jacket and pants are white. The International Taekwon-Do Federation

badge is worn on the left-hand side of the jacket front at chest level.

On the back of the jacket is a logo which symbolizes an evergreen tree and incorporates the word “Taekwon-Do” in English and Korean.

On the outside of both pant-legs, at knee level, appear the letters I.T.F.

b. Black Belt members 1st to 3rd Degree wear the basic uniform with the addition of black piping three centimetres wide around the bottom edge of the jacket.

c. Black Belt members 4th Degree and above, not qualified as International Instructors wear the basic uniform with the addition of black piping three centimetres wide around the bottom edge of the jacket and a vertical black stripe three centimetres wide on the outside of both pant-legs.

d. International Instructors 4th to 6th degree wear the same uniform as degree members with the addition of a vertical black stripe three centimetres wide on the outside of each sleeve of the jacket and both of the pant-legs.

e. Masters and Grand Masters wear the same uniform as International Instructors with the addition of a vertical white stripe of one centimetre wide on the outside of each sleeve of the jacket and both of the pant-legs.

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8.1.1. Suit and Tie

a. At official occasions International Instructors 4th through 6th degree wear a navy blue suit, white shirt and navy blue tie.

b. At official occasions Master Instructors 7th and 8th degree wear a suit and gold tie.

c. At official occasions Grand Master Instructors 9th degree wear a suit and a white tie.

8.2 Belt :

a. The belt is five centimetres wide and five millimetres thick. It is worn wrapped around the body once.

b. There are six colours of belts:

Black: 9th to 1st degree

Red with black stripe: 1st grade (gup)Red: 2nd grade (gup) Blue with red stripe: 3rd grade (gup)Blue: 4th grade (gup) Green with blue stripe: 5th grade (gup)Green: 6th grade (gup)Yellow with green stripe: 7th grade (gup)Yellow: 8th grade (gup) White with yellow stripe: 9th grade (gup)White: 10th grade (gup)

c. The stripe at one end of the belt that indicates 9th,7th ,5th ,3rd or 1st gup, is five millimetres wide. The distance between the stripe and at one part of the belt only is five centimetres.

d. The level of Black Belt degree membership is written in gold-coloured Roman numerals at one end only of the belt.

e. A grade or degree holder may add his name and surname in gold letters as well as the name "International Taekwon-Do Federation" and/or of the NA or AA.

f. Junior Black belts (up to 17 years) must wear a black and white in horizontal division belt, and at the age of 18 years the belt must be changed into the Black belt.

9. Administration

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9.1 Policies, Procedures, Rules & Standards

In order to facilitate the application of this By-Law, the Board of Directors may issue and apply policies, procedures, rules and standards on various subjects, such as the criteria for admission, re-admission and annual renewal application to membership in the Blue Cottage U.S.A., acceptable equivalencies for degrees, the division of monies collected for examination fees or from the sale of doboks and equipment, etc.

9.2 Remittance of fees

All fees remitted

9.3 International Taekwon-Do Federation Certificates & Plaques

The Secretary-General issues all official International Taekwon-Do Federation degree membership certificates, teaching plaques, attestations of participation and other certificates.

9.4 Reimbursement of Expenses

a. The Board of Directors will develop and update a policy and procedures for the reimbursement of expenses.

b. Eligible expenses incurred by the members of the Board of Directors and the Standing Committees while carrying out their duties will be reimbursed if they were included in a budget approved by the Board of Directors. Requests to cover unbudgeted expenses will receive individual consideration by the Board of Directors, but such requests should be presented before the expenses are incurred.

c. To be eligible for reimbursement, expenses must be reasonable. Eligible expenses may include the cost of: travel (transportation, accommodation, meals, etc.), meetings (facilities, documents, etc.), communications (telephone s,, fax, Internet access, etc.), office supplies and equipment, purchase of publications and subscriptions, registration fees for conventions and other meetings, membership in certain organizations, and consultants fees.

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d. Requests for reimbursement must be made on the form provided and include original receipts for all expenses. They must be forwarded to the Director of Business Affairs every quarter or more frequently.

e. The Board of Directors will verify that the reimbursement requested falls within the guidelines, obtain approval from the Board of Directors, as appropriate, and proceed with the reimbursement.

10. Honorary Members & Distinctions

The Board of Directors, on a recommendation from one of its members, may bestow on deserving individuals such honours and distinctions as they see fit.

11. Amendments to By-Laws

This By-Law may be amended at any time by a majority vote of the Board of Directors. In force of January 1st , 2010

This is considered the first revision of the ITF-USA By-Laws and maybe modified or changed in the future. The ITF-USA reserves the right to change and modify By-Laws at anytime. October 9, 2010

Supplemental By-Laws

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