By-Laws

Version 7-28-2023

BY-LAWS of International Taekwon-Do Federation-USA, Inc. 

(A Not-For-Profit Corporation)

 

ARTICLE I – OFFICES

The principal office of the Corporation shall be located in the City of Manchester, County of Hartford and State of Connecticut. The Corporation may also have such offices at such other places within or without the State as the Board of Directors may from time to time determine.

ARTICLE II – MEMBERS

MEMBERS OF THE CORPORATION

The persons signing the Certificate of Incorporation as Incorporators shall be the first members of the Corporation unless they shall have resigned as such members or unless membership shall otherwise have been terminated.   Thereafter, the eligibility and qualifications for membership, and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the Corporation or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the By-Laws of the Corporation and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership,  and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the  rights, liabilities  and other incidents of membership. 

  1. A member of the ITF-USA shall be an individual who has been assigned an ITF or ITF-USA membership identification number by the ITF-USA. New members shall be considered accepted when the ITF-USA assigns the ITF or ITF-USA membership identification number. Current ITF members transferring to the ITF-USA from another organization may be accepted after fulfilling the appropriate requirements. Membership to the ITF-USA may be terminated at any time by the ITF-USA Board of Directors following a recommendation from the ITF-USA Ethics and Disciplinary Committee. Membership reinstatement may be granted after a decision from the ITF-USA Board of Directors. Members may not hold concurrent membership with any other ITF organization in the United States.
  2. Active members. 
    1. Must reside in the United States of America or United States territories.
    2. Color belt active members shall be members who are actively training and testing under an active ITF-USA certified instructor and who have been promoted in rank at least once in the previous twelve (12) months or have participated in an official ITF or ITF-USA seminar or tournament in the previous twenty four (24) months.
    3. Black belt active members shall be members who are actively training and testing under an active ITF-USA certified instructor and who have been promoted in rank not more than double the required training period per black belt rank as defined in Article 6 or have participated in an official ITF or ITF-USA seminar or tournament in the previous twenty four (24) months.
    4. Exceptions to requirements in sections (i) and (ii) above may be granted under special circumstances as defined by an official ITF-USA committee.
  3. Voting members.
    1. Members who are eligible to vote in any meeting or election shall be meet the following requirements:
      1. Voting members must be eighteen (18) years of age or older on the day of voting.
      2. ITF and ITF-USA membership must have been accepted not less than one (1) year prior to the date of the Meeting.
      3. Voting members must be in possession of the official ITF Black Belt Certificate.
      4. Voting members must be in good standing with the ITF-USA.
      5. Voting members must possess an official ITF Teaching License (Plaque) for the current year in which the Meeting takes place.
      6. Voting members shall be school (Dojang) instructors in possession of the official ITF-USA School certificate.
      7. Voting members shall meet the minimum active student requirements as set forth in these By-Laws.
  4. The right or interest of a member shall not terminate except upon the happening of any of the following events: – death, resignation, expulsion, dissolution, or liquidation of the Corporation.
  5. A member who resigns or who has been expulsed from the ITF-USA and then subsequently requests reinstatement shall not have the right to vote for a minimum period of five (5) years, and shall also be prohibited from holding any Director, Officer, Committee or Council position within the ITF-USA for a minimum period of five (5) years after the date of reinstatement. After the minimum five (5) year period, the ITF-USA Board of Directors will review the member’s eligibility to vote or hold a position in the ITF-USA.
  6. A member may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.

ANNUAL AND SPECIAL MEETINGS OF THE MEMBERS

The Annual Meeting of Members of the Corporation shall be held on such date or dates as shall be fixed from time to time by the Board of Directors of the Corporation. The first Annual Meeting shall be held on a date within twelve months after the formation of the Corporation. Each successive Annual Meeting shall be held on a date not more than thirteen (13) months following the preceding Annual Meeting. Special Meetings of members may be held on such dates or dates as may be fixed by the Board of Directors of the Corporation from time to time and by the members on such dates or dates as shall be permitted by law.

  1. Any Annual or Special Meeting of Members may be held online or at such place within or without the State as the Board of Directors of the Corporation may from time to time fix. In the event the Board of Directors shall fail to fix such place or time, or in the event members are entitled to call or convene a Special Meeting in accordance with law, then, in such event, such meeting shall be held at the principal office of the Corporation.
  2. Annual or Special Meetings of Members may be called by the Board of Directors or by any officer of the Corporation instructed to do so by the Board of Directors, except to the extent that directors may be required by law to call a meeting, and shall be called by the Secretary on behalf of the members, when required to do so by law.
  3. Written notice stating the place, day and hour of the meeting shall be given for all meetings. Such notice shall state the person or persons calling the meeting. Notice for an Annual Meeting shall state if the meeting is being called for the election of directors and for the transaction of such other business as may properly come before the meeting.  Notices of Special Meeting shall state the purpose or purposes for which the meeting is called.  At any Special Meeting, only the business stated in the Notice of Meeting may be transacted thereat. Notice of Meeting shall be given either electronically by email invitation or electronic newsletter information notification, personally, or by first class mail not less than 10 days nor more than 50 days before the date of the meeting, to each member at the members physical or email address recorded on the records of the Corporation, or at such other address which the member may have furnished in writing to the Secretary of the Corporation.  Notice shall be deemed to have been given when emailed or deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office. Any meeting of members may be adjourned from time to time. In such an event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned.  In the event the Board of Directors fixes a new record date for an adjourned meeting, a new notice shall be given, in the same manner as herein provided. No notice need be given to any member who executes and delivers a Waiver of Notice before or after the meeting. The attendance of a member in person or by proxy at the meeting without protesting the lack of notice of a meeting, shall constitute a waiver of notice by such member. Any notice of meeting to members relating to the election of directors, shall set forth any amendments to the By-Laws of the Corporation adopted by the Board of Directors, together with a concise statement of the changes made.
  4. At every meeting of members, there shall be presented a list or record of voting members as of the record date, certified by the officer responsible for its preparation, and upon request therefor, any member who has given written notice to the Corporation, which request shall be made at least 10 days prior to such meeting, shall have the right to inspect such list or record at the meeting. Such a list shall be evidence of the right of the persons to vote at such meeting, and all persons who appear on such a list or record to be members may vote at such meeting.

ANNUAL REPORT TO MEMBERS

At each Annual Meeting of Members, the Board of Directors shall present an Annual Report. Such a report shall be filed with the records of the Corporation and entered in the minutes of the proceedings of such Annual Meeting of Members.

PRESIDING OFFICERS OF MEETINGS OF MEMBERS AND ORDER OF BUSINESS

Meetings of the members shall be presided over by the following officers, in order of seniority – the Chairman of the Board, Vice Chairman of the Board, President, Senior Vice-President, Vice-President or, if none of the foregoing is in office or present at the meeting, by a Chairman to be chosen by a majority of the voting members in attendance. The Secretary or an Assistant Secretary of the Corporation shall act as Secretary of every meeting. When neither the Secretary nor an Assistant Secretary is available, the Chairman shall appoint a Secretary of the meeting.

  1. The order of business at all meetings of members shall be as follows:
    1. Roll call.
    2. Reading of the minutes of the preceding meeting.
    3. Report of standing committees.
    4. Officers’ reports.
    5. Old business. 
    6. New business.

PROXIES FOR MEETINGS OF MEMBERS

Every voting member may authorize another person to act for him by proxy in all matters in which a voting member may participate, including waiving notice of any meeting, voting or participating in a meeting, or expressing consent or dissent without a meeting.  Every proxy shall be signed by the voting member or his attorney in fact and shall be revocable at the pleasure of the voting member executing it, except as otherwise provided by law. Except as otherwise provided by law, no proxy shall be valid after the expiration of eleven months from its date.

INSPECTORS OF ELECTION

The directors may, but need not, appoint one or more inspectors to act at any meeting or any adjournment thereof. If inspectors are not appointed, the presiding officer of the meeting may, but need not, appoint inspectors. Each appointed inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of memberships outstanding, the voting power of each, the number of memberships represented at the meeting, the existence of a quorum, and the validity and effect of proxies. The inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote of all members. The inspectors shall make a report in writing of all matters determined by them with respect to such meetings.

QUORUM AND VOTING REQUIREMENTS

Except as provided by law, the voting members entitled to cast a majority of the total number of votes entitled to be cast at the meeting, shall constitute a quorum at a meeting of members for the transaction of any business. The voting members present may adjourn the meeting despite the absence of a quorum. Each membership shall entitle the holder thereof to a number of votes determined by the criteria in the stated voting formula. In the election of directors, a plurality of the votes cast shall elect. Except to the extent provided by law, all other action shall be by a majority of the votes cast, provided that the majority of the affirmative votes cast shall be at least equal to a quorum. Whenever the vote of members is required or permitted, such action may be taken without a meeting on the written consent setting forth the action taken signed by all the members entitled to vote. The number of votes per voting member shall be determined by the number of active members training in each voting members school (Dojang) according to the following formula:

  1. Five (5) to seventy five (75) active members equals one (1) vote.
  2. Seventy six (76) to one hundred and fifty (150) active members equals two (2) votes.
  3. One hundred fifty one (151) one or more active members equals three (3) votes.

RECORD DATE OF MEETINGS AND MEMBERS

The Board of Directors of the Corporation shall fix a record date for the purpose of determining members entitled to notice of, to vote, to express consent or dissent from any proposal without a meeting, to determine members entitled to receive distributions or allotment of rights, or for any other proper purpose. Such record date shall not be more than 50 days nor less than 10 days prior to the date of such meeting or consent or the date on which any distribution or allotment of rights, as the case may be, is to be made. In the event no record date is fixed, the record date for the determination of active members entitled to vote at a meeting of members shall be the close of  business  on the day preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. The record date for determining members for any purpose other than that specified in the preceding sentence shall be the close of business on the day on which the resolution of directors relating thereto is adopted. Establishment of a record date shall apply to any adjournment of any meeting, unless a new record date is fixed by the Board of Directors for such adjourned meeting.

EVIDENCE OF MEMBERSHIP

The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card, or other instrument. Membership certificates, cards, or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors and may bear the seal of the Corporation or a facsimile thereof.

CAPITAL CONTRIBUTIONS

In the event any capital contribution shall be made or accepted pursuant to authorization conferred by the Certificate of Incorporation of the Corporation, each certificate evidencing such capital contribution shall conform to the law of the State of Incorporation.

ARTICLE III – BOARD OF DIRECTORS

NUMBER OF BOARD OF DIRECTORS

The Corporation shall be managed by a Board of Directors. Each director shall be at least eighteen (18) years of age and shall be an active member of the Corporation during his directorship. The initial Board of Directors shall consist of six persons.  Thereafter, the number of directors constituting the entire Board shall be no less than three. Subject to the foregoing, the number of Board of Directors may be fixed from time to time by action of the members or of the Directors. The number of Directors may be increased or decreased by action of the members or the Board of Directors, provided that any action by the Board of Directors to influence such increase or decrease shall require a unanimous vote of the entire Board of Directors. No decrease shall shorten the term of any director then in office. 

ELECTION OF BOARD OF DIRECTORS AND TERM OF OFFICE

The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Corporation, and  they shall hold office until the first Annual Meeting of Members, and  until their successors have been duly elected and qualified. Thereafter, every four years at the Annual Meeting of Members, the membership shall elect directors to hold office until the next election. Each director shall hold office until the expiration of the term for which he was elected, and until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided.

  1. Candidates for ITF-USA Board of Directors shall be an active ITF-USA member for a minimum of four (4) continuous years prior to an election.
  2. Only one person from; the same family, the same organization, the same club or school, can hold a position on the ITF-USA board of directors.
  3. Only one person from each State (Including United States territories), can hold a position on the ITF-USA board of directors.
  4. Candidates for ITF-USA Board of Directors shall not be subject to current disciplinary action.
  5. Candidates for ITF-USA Board of Directors must fulfill all election requirements as set forth by the ITF-USA Board of Directors.
  6. Candidates for ITF-USA Board of Directors shall be a current active member or have served on an ITF-USA Committee within the current election cycle provided they have not resigned or been removed from an ITF-USA Committee..
  7. Any person who has resigned or has been removed from a post, ITF-USA Committee, ITF-USA board of directors position shall not hold a post or position on any ITF-USA Committee or the ITF-USA board of directors for a period of five (5) years.
  8. ITF-USA members who wish to participate as candidates in ITF-USA Board of Directors elections may fulfill one or more missing requirements (including membership on an ITF-USA Committee) by obtaining the support and sponsorship of five (5) voting members using the approved letter format.

 TERMINATION OF DIRECTORSHIP

Any or all of the members of the Board of Directors may be removed with or without cause by vote of the voting members of the Corporation. The Board of Directors may remove any director thereof for cause only.

 

A director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective. (See article II: Membership for additional information on terms regarding resignation). 

VACANCIES IN AND NEWLY CREATED DIRECTORSHIPS

Newly created directorships or vacancies in the Board of Directors may be filled by a unanimous vote of the Board of Directors then in office, unless otherwise provided in the Certificate of Incorporation of the Corporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by a vote of the voting members. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor.

REGULAR AND SPECIAL MEETINGS OF THE BOARD OF DIRECTORS

A regular Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of Members. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time.

  1. No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed.  Special meetings may be called by or at the direction of the Chairman of the Board, the President, or by a majority of the directors then in office.
  2. Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him. 

QUORUM AND VOTING REQUIREMENTS AT BOARD OF DIRECTORS MEETINGS 

Except to the extent herein or in the Certificate of Incorporation of the Corporation provided, a majority of the entire members of the Board of Directors shall constitute a quorum. At any meeting held to remove one or more directors a quorum shall consist of all of the Board of Directors then in office.  Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy except in the case of a meeting held to remove one or more directors. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-Laws, the act of the Board of Directors shall be by a majority of the directors present at the time of vote, a quorum being present at such time.  Any action authorized by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

 

It is understood that these ITF-USA By-Laws can be changed by a Quorum. It is not necessary to have all ITF-USA Board members present either by physical or electronic meeting with a unanimous vote to alter any of the by-laws set in place by this document. 

PRESIDING OFFICER

The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors. If there be no Chairman or in his absence, the President shall preside and, if there be no President or in his absence, any other director chosen by the Board, shall preside.

COMMITTEES

Whenever the Board of Directors shall consist of more than three persons, the Board of Directors may designate from their number, an executive committee, and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate. 

  1. Application and confidentiality agreement.
  2. A committee member may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.
  3. Membership
    1. Composition
      1. The Committee shall consist of at least 3 and not more than five persons, one of which shall be the Chair.
      2. The Chair of the Committee shall be appointed by the Board of Directors.
      3. The Chair will maintain a fair and open dialogue with all members ensuring each has equal say in matters of discussion.
      4. The Members of the Committee shall be recommended by the Chair and approved by the Board of Directors.
      5. Committee members shall reflect the diversity of the ITF-USA, National Association general membership regarding gender and geographical representation.
      6. No two persons from the same school, state, or family, can be members of the same Committee. Committees shall where possible be diversified and consist of members from different geographic locations to represent all members in the ITF-USA.
      7. Committees may create working groups to fulfill the objectives of the Committee. Working groups may consist of committee family members or members from the same school or state.
    2. Terms of Appointment
      1. The Chair and the Members of the Committee shall be appointed for a four-year term, renewable once. The Board of Directors may renew the Chair or a Committee Member for more than two terms if it can be demonstrated that it is in the best interest of the ITF-USA, National Association to do so.
      2. Renewal is subject to determining the Chair’s or Member’s continuing ability to provide input or make contributions to the Committee, as well as consideration or the need to maintain a balance between new and experienced members.
    3. Committee Chairperson shall be responsible for:
      1. Scheduling meetings.
      2. Preparing an agenda for each meeting and sending it to Committee members.
      3. Chairing meetings efficiently and effectively.
      4. Ensuring that a correct record of meeting minutes is maintained which include the list of attendees, the agenda, decisions made and the time and date of the next meeting.
      5. Providing reports and updates on Committee matters to the Board of Directors after every meeting.
      6. Providing an annual budget for consideration by the Board of Directors.
      7. Ensuring that all committee funds are used for committee purposes and submitting a financial report of expenditure every three months.
      8. Ensuring that all committee members sign and return the ITF-USA non-disclosure and ethical guidelines agreement.
    4. The Chair may delegate responsibilities to other Committee Members but shall remain responsible for their completion.
  4. Coaches Committee
    1. Purpose – Established by the ITF-USA Board of Director to give advice and advocate on matters concerning the ITF-USA, National Association and USA coaches on Local, National and International competition. To advance the recruiting, education and training of Coaches throughout the United States of America to meet the highest recognized standards of excellence.
      1. Responsibilities – the Coaches Committee shall be responsible for:
        1. Continuously develop, educate and improve the coaches’ level for the advancement of the martial art and sport.
        2. To offer all coaches within the USA the opportunity to become ITF Certified Coaches, recognizing the work they have accomplished.
        3. Certify all coaches participating in ITF Championships.
        4. Increase the number of certified coaches and provide opportunities to further develop all coaches.
        5. Advise on any proposal or amendments to Technical Rules for World Championships, World Cup or National events.
  5. Inclusion Committee
    1. Purpose – To develop and teach courses and resources to develop Taekwon-Do as a tool of support, comprehension, acceptance, integration, and social development for ITF-USA members.

Responsibilities – the Inclusion Committee shall be responsible for:

  1. Develop and maintain a Taekwon-Do Adapted Program, to enable people with different abilities to participate in and practice Taekwon-Do.
  2. Develop a program to overcome the stigma of working with students with different abilities, and to promote the participation of all ability students.
  3. Provide opinions, suggestions and recommendations regarding teaching Taekwon-Do for all-ability students. Including modified techniques and drills, adaptive self-defense, and individualized adaptive patterns.
  4. Collaborate with the Technical Committee to ensure that there are no contradictions in the Adapted Taekwon-Do teaching material.
  5. Provide papers and other content for the official website of the ITF-USA.
  6. Review and update the contents of the ITF-USA Adapted Taekwon-Do Program periodically and as required.
  7. Provide National Adaptive Seminars with advanced training for instructors.
  8. Review and update the contents and organization of courses for teaching Adapted Taekwon-Do.
  9. Draft and update the models of regulations for safety and quality of teaching to people with all-abilities.
  10. Develop teaching tools for people with all-abilities.
  11. Develop an Adapted Taekwon-Do competition system.
  12. Develop a program to promote leadership and mentorship for all ability students.
  13. Objectively look at current competition rules to determine if changes need to be made and make recommendations to the Tournament Committee to accommodate all-ability competitors.
  14. Work with the IT Committee to develop a forum for instructors to exchange ideas openly on training and preparing all-ability students for competitions.
  15. Ensure all student voices are heard with equal value.
  16. Collaborate with the ITF Adapted Committee or equivalent body, to ensure that the objectives of the ITF-USA align with those of the ITF.
  1. Information Technology and Marketing Committee
    1. Purpose – To explore the IT opportunities for the ITF-USA.
  2. Non-Profit Committee
    1. The purpose of the ITF-USA is to promote ITF Taekwon-Do in the United States regardless of social status, gender, or religion. Many times the opportunity to train or participate in events is determined by financial status. The ITF-USA Non Profit Committee aims to alleviate the monetary burden and allow ITF practitioners the ability to do what they love regardless of their financial situation.

Responsibilities – the Non Profit Committee shall be responsible for:

  1. Develop processes to identify sources of income and apply for available grants.
  2. Form a process to distribute funds to those athletes eligible to receive financial aid.
  3. Promote the non profit activities of the ITF-USA Non Profit Committee.
  1. Tournament Committee
    1. Purpose – To organize and oversee ITF-USA tournaments in the United States and to give all participants of ITF-USA sanctioned tournaments the same criteria to perform in the best way to make it possible to reach the highest level of achievement.

Responsibilities – the Tournament Committee shall be responsible for:

  1. Develop guidelines on how to organize a national competition.
  2. Develop a model business agreement between ITF-USA and the competition organizer.
  3. Establish a policy for selecting hosts and venues. If there are more than three (3) submissions, the Committee shall submit a report to the Board of Directors that evaluates the submissions and recommends a shortlist of three (3) venues to visit and evaluate.
  4. Receive applications from potential organizers and present the qualified candidates to the Board of Directors.
  5. Check facilities for ITF-USA sanctioned tournaments, and report to the Board of Directors regarding each applicant’s capability.
  6. Substantiate proposals to host ITF-USA sanctioned tournaments, including information about possibilities and experience of candidate to be a host of ITF-USA sanctioned tournament, support of local authorities, possibilities of media promotion, other attributes connected with a place for the competition and other details, which could influence the adjudication for hosting the event.
  7. Develop a team to run the Tournament inside the competition area, supervise the organization inside the stadium and all the ceremonies during the tournament schedule which will be carried out by the tournament organizer.
  8. Work with the IT Committee on all IT matters.
  9. Cooperate with the IT Committee to create the competition schedule and electronic draws, supervise the official weigh in and supervise any other important issue.
  10. Cooperate with the IT Committee to maintain tournament records, including results of competition.
  11. Cooperate with the IT Committee to set standards, deadlines, and other requirements, such as Internet Online Registration.
  12. Ensure Official Rules of Competition are applied consistently as safely.
  13. Cooperate with the IT Committee to introduce computers and other technology for tournament organization and scoring.
  14. Assist and supervise preparation with the organizer and report results to the Board of Directors periodically.
  1. Umpire Committee
    1. Purpose – Established in 2021 by the ITF-USA Board of Director to promote and facilitate ITF, ITF-USA, NA tournaments of the highest level of technical quality, visual spectacle and competitor’s safety, by defining rules and training of umpires. Responsible for all aspects of the official ITF Rules of Competition, the ITF umpire rules, and development of training materials and courses for ITF and ITF-USA, NA umpires, delivering both Class “A” and “B” Umpire Training Courses, as well as approving, selecting and managing umpires for ITF sanctioned tournaments.

Responsibilities – the Umpire Committee shall be responsible for:

  1. Presenting and conducting International Umpire Courses (IUCs)
  2. The training and qualifying of Class “A” Umpire’s through IUC’s.
  3. Monitor the Qualification and training of class “B” umpires
  4. Approve Umpires for ITF, ITF-USA, and National Association sanctioned tournaments.
  5. Assign Umpires to Rings for sanctioned ITF, ITF-USA, National Association tournaments.
  6. Monitoring the performance and conduct of Umpires during ITF, ITF-USA, National Association tournaments.
  7. Monitor for ITF-USA, National Association, the updating, revising, editing, safekeeping, and presentation of the Official Rules of Competition and the ITF Umpires Rules.
  8. Cooperating with the Technical Committee on technical matters and inviting at least one member of the Technical Committee to each IUC.
  9. Consult with appropriate committee’s before making any changes to the Official tournament rules.
  1. Women’s Committee
    1. Purpose – Established in 2021 by the ITF-USA, National Association Board of Directors to provide assistance in matters related to Women’s activities and development, in the ITF-USA, National Association and the International Taekwon-Do Federation.

Responsibilities – the Women’s Committee shall be responsible for:

  1. To promote ITF Taekwon-Do as a tool for gender equality.
  2. To represent the rights of women and interests of female members as instructors, competitors, members of ITF-USA and make recommendations to standing Committees, and election to ITF-USA Executive Board/positions.
  3. All females who are ITF-USA members, from the age of 10 years old will automatically become members of the ITF-USA Women’s committee. At that point the person has full voting rights for the election of 5 chair positions that will represent the ITF-USA Women’s Committee membership to the ITF-USA Board of Directors.
  4. To promote female instructors and students to attend ITF-USA, National Association sanctioned courses, training and competitions.
  5. To hold a position as a Women’s Committee chairperson you must be 18 years of age, hold the rank of at least 1st Dan and be elected by the women’s committee. The 5 chair persons can be appointed by the ITF-USA Board of directors if necessary.   
  6. Promote and advocate for women in ITF-USA, National Association, for additional Standing Committees and Working Group positions, noting that an individual can only serve on one Committee at a time.
  7. Develop tools and resources to help ITF-USA, NA instructors teach and promote Taekwon-Do to women.
  8. Maintain contact with the International Women Committee when applicable.
  9. Ensure communications between Standing Committees and the Board of Directors ITF-USA, National Association.

ARTICLE IV – OFFICERS

OFFICERS

The Board of Directors shall be elected at the annual meeting of the members and shall serve a minimum period of four years. The Board of the Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. The President may but need not be a director. Any two or more offices may be held by the same person except the office of President and Secretary.

TERM OF OFFICE, REMOVAL AND FUNCTIONS

Each officer shall hold office until the Annual Meeting of the Board of Directors, and until his successor has been duly elected and qualified. The Board of Directors may remove any officer with or without cause at any time.

DUTIES OF OFFICERS

The President shall be the chief executive officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors. The President works for the Board of Directors and with other advisors chosen for their knowledge and experience.

The office of the President is responsible for:

  1. Organizational leadership.
  2. Public relations.
  3. Communications.

Requirements

  1. Minimum rank of certified ITF Black Belt seventh (7) dan or above.
  2. Age requirement of eighteen (18) years or older on the day of election.
  3. Active ITF-USA member for a minimum of four (4) years.
  4. Must be an active school owner with at least five (5) students.

 

The First (Senior) Vice-President shall in the absence or disability of the President of the Corporation, or, if there be more than one, the Executive/Senior Vice-President shall have all the powers and functions of the President. The Senior Vice-President shall perform such duties as may be prescribed by the Board of Directors from time to time. If the president is removed, vacates the post or other conditions occur the Senior Vice President will take the post of president. 

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

  1. Analyzing ITF-USA revenues, reports and making recommendations to the President regularly. 
  2. Identifying and developing strategies to generate new services for the ITF-USA and ensure the implementation of these strategies in cooperation with the Development Committee. 
  3. Follow-up on action plans with those responsible and reporting results to the President. 
  4. Providing solutions and resources necessary to reach objectives. 
  5. Mediating in conflicts. 
  6. May be given responsibility for specific files or projects.

Requirements:

  1. Minimum rank of certified ITF Black Belt seventh (7) dan or above.
  2. Age requirement of eighteen (18) years or older on the day of election.
  3. Active ITF-USA member for a minimum of four (4) years.
  4. Must be an active school owner with at least five (5) students.

The Second Vice-President is responsible for: 

  1. Developing and maintaining relations with Grand Masters, Masters and Instructors. 
  2. Identifying their needs in technical matters in cooperation with the Technical & Instruction Committee. 
  3. Conducting surveys, consultations, and analyses of technical needs. 
  4. Ensuring a good relation between technical decisions and administration.
  5. Maintaining contact and managing Committees.

Requirements:

  1. Minimum rank of certified ITF Black Belt fourth (4) dan or above.
  2. Age requirement of eighteen (18) years or older on the day of election.
  3. Active ITF-USA member for a minimum of four (4) years.
  4. Must be an active school owner with at least five (5) students.

The Third Vice-President is responsible for: 

  1. Promoting development of ITF TKD in the USA with schools and practitioners. 
  2. Ascertaining current status in each school or state and needs for development. 
  3. Suggesting short-term and long-term priorities. 
  4. Monitoring and controlling the use of the ITF name, logo, etc.

Requirements:

  1. Minimum rank of certified ITF Black Belt fourth (4) dan or above.
  2. Age requirement of eighteen (18) years or older on the day of election.
  3. Active ITF-USA member for a minimum of four (4) years.
  4. Must be an active school owner with at least five (5) students.

The Secretary-General is responsible for: 

  1. Handling correspondence and enquiries about ITF. 
  2. Forwarding correspondence to the appropriate officer or committee and ensuring it is followed-up. 
  3. 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. 
  4. Agenda, logistics, and minutes of meetings of the Board of Directors and of the General Assembly. 
  5. 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 and ensuring it is followed-up. 
  6. Consulting the Board of Directors about actions to be taken in urgent matters. 
  7. Processes membership applications. 
  8. Maintaining a filing system, including files on national and individual members. 
  9. Issuing all ITF certificates (International Instructors, Umpires, and Black Belt Degree, International Instructor Training Certificate, etc.). 
  10. Performing other administrative tasks as required. 
  11. Sponsorship contracts and relations.

Requirements:

  1. Minimum rank of certified ITF Black Belt fourth dan or above.
  2. Age requirement of eighteen (18) years or older on the day of election.
  3. Active ITF-USA member for a minimum of four (4) years.
  4. Must be an active school owner with at least five (5) students.

The Treasurer is responsible for:

  1. Implementing and maintaining the ITF-USA accounting system. 
  2. Preparing the budgets for operations, development, and promotion. 
  3. Ensuring application of appropriate policies and procedures for accounting.
  4. Producing detailed quarterly and annual financial statements.
  5. Producing other financial reports as required.
  6. Communicating frequently with the ITF-USA board of Directors on the financial situation within the ITF-USA.

Requirements:

  1. Proficient with industry-related financial software systems.
  2. Active ITF-USA member for a minimum of two (2) years.

ARTICLE V – MISCELLANEOUS

BOOKS AND RECORDS

The Corporation shall keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceedings of the members, the Board of Directors, or any committee appointed by the Board of Directors, as well as a list or record containing the names and address of all members.

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.

AMENDMENTS OF BY-LAWS

All By-Laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the members entitled to vote in the election of directors, at a special meeting of the members called for such purpose.

The Board of Directors by majority vote shall have the power to make, alter or repeal, from time to time, By-Laws of the Corporation, except that the Board may not amend or repeal any by-law in which control thereof is vested exclusively in the members. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of directors, the by-law so made, amended or repealed, together with a concise statement of the changes made.

 

It is understood that these ITF-USA By-Laws can be changed by a Quorum. It is not necessary to have all ITF-USA Board members present either by physical or electronic meeting with a unanimous vote to alter any of the by-laws set in place by this document. 

INDEMNIFICATION & HOLD HARMLESS AGREEMENT 

Any director or officer who is involved in litigation by reason of their position as a director or officer of this Corporation shall be indemnified and held harmless by the Corporation to the fullest extent authorized by law as it not exists or may be subsequently be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights). A two- third majority vote of directors can appeal indemnification rights of the involved director. Votes can be taken anonymously. 

ARBITRATION CLAUSE

Disputes regarding ITF-USA or subsequent and/or related parties, entities, and individuals related to or directly involved with ITF-USA must be submitted via writing either digitally or through postage to the entire ITF-USA Board of Directors for resolution in good faith within 30 days of the initial dispute. The letter must contain the following: exact date of dispute, the matters of the dispute, and any other parties/entities/individuals involved. A formal resolution hearing will take place within the subsequent 60 business days. If (said person) is directly a part of the dispute, an impartial third party will be appointed to settle the dispute. The impartial mediator may be a judge, lawyer, firm, or other legal or capable entity qualified to mediate the dispute. The impartial third party may be appointed in the following order: via the Executive Board, or a simple majority vote of the board if the Executive Board is unable to meet. If one of the individuals on the Executive Board is part of the dispute, they shall recuse themselves from the resolution hearing for the rest of the E-Board to conduct a vote. If all members of the Executive Board are part of the dispute, the Executive Board may still appoint the impartial third party. In regard to the location of the dispute, mediation will occur within a region and/or jurisdiction decided by the Executive Board and its members. If all members of the Executive Board are part of the dispute, they may still establish the region and jurisdiction for where the mediation will be held. A following hearing and resolution may take place if deemed necessary within the following 60 business days. Legal proceedings may not take place without first engaging internally via the steps laid out within this clause.

ARBITRATION CLAUSE – INTERNATIONAL TAEKWON-DO FEDERATION

ARTICLE 55. COURT OF ARBITRATION FOR SPORT (CAS) 1. The ITF recognizes the independent Court of Arbitration for Sport (CAS) with headquarters in Lausanne (Switzerland) to resolve disputes between the ITF and Continental Federations, Regional Associations, National Associations, Practitioners, Officials, Clubs and Schools. 2. The provisions of the CAS Code of Sports–related Arbitration shall apply to the proceedings. 3. The CAS shall apply the various regulations of the ITF, and additionally, where relevant, the laws of the country agreed by the parties, and in the absence of such choice, either the Laws of Switzerland or the laws of the country that is, in the understanding of the CAS, the most appropriate and relevant to the dispute at hand. ARTICLE 56. DISPUTES 1. The Member Associations shall agree to recognise CAS as an independent judicial authority and to ensure that their members, affiliated Practitioners, Clubs and Schools and Officials comply with the decisions passed by CAS. 2. Recourse to ordinary courts of law is prohibited unless specifically provided for in any ITF Regulations, or local laws provide for or stipulate mandatory recourse to ordinary courts of law. Recourse to ordinary courts of law for all types of provisional measures is also prohibited. 3. Any violation of this Article shall be sanctioned in accordance with these Statutes and any other relevant Regulation. ARTICLE 57. DISPUTES OF NATIONAL DIMENSION 1. Member Associations shall insert a clause in their statutes or regulations stipulating that it is prohibited to take disputes within the National Association or disputes affecting Practitioners, Officials, Clubs and Schools, and other Member Association Officials to ordinary courts of law, unless the ITF regulations specifically provide for or stipulate recourse to ordinary courts of law, or local laws provide for or stipulate mandatory recourse to ordinary courts of law. 2. Such disputes in the last instance shall be referred to an independent and duly constituted arbitration tribunal recognized under the rules of the Member Association or to CAS. 3. Member Associations shall ensure that the stipulation in Article 57.1 is implemented within the Member Association, if necessary, by imposing a binding obligation on its STATUTES OF THE INTERNATIONAL TAEKWON-DO FEDERATION 43 members. Member Associations shall impose sanctions on any party that fails to respect this obligation and ensure that any appeal against such sanctions shall likewise be strictly submitted to arbitration, and not to ordinary courts of law. ARTICLE 58. JURISDICTION OF CAS AS AN ORDINARY COURT OF ARBITRATION 1. CAS shall have jurisdiction, to the exclusion of any ordinary court or any other court of arbitration, to deal with the following disputes in its capacity as an ordinary court of arbitration: a) disputes between the ITF and its Member Associations, Practitioners, Officials, Clubs and/or Schools; and b) disputes of international dimension between Member Associations, Practitioners, Officials, Clubs and/or Schools. 2. CAS shall only intervene in its capacity as an ordinary court of arbitration if the dispute does not fall within the competence of an ITF body. ARTICLE 59. JURISDICTION OF CAS AS AN APPEALS ARBITRATION BODY 1. Any final decision made by an ITF body may be disputed exclusively before CAS in its capacity as an appeals arbitration body, to the exclusion of any ordinary court or any other court of arbitration. 2. Recourse may only be made to CAS after all other internal ITF channels have been exhausted. Appeals shall be lodged with CAS within twenty-one (21) days of receipt of the decision in question. The relevant ITF Regulations may contain further stipulations or amend this time limit. 3. CAS does not deal with appeals arising from: a) violations of the Taekwon-Do rules of competition; b) suspensions of up to three (3) months (with the exception of doping decisions); c) decisions which any Regulations declare as final and binding and not appealable; or d) decisions against which an appeal to an independent and duly constituted arbitration tribunal recognized under the rules of a Member Association may be made. 4. The appeal shall not have a suspensive effect. The appropriate ITF bodies, or alternatively, CAS may order the appeal to have a suspensive effect. 5. Only parties directly affected by a decision may appeal to CAS.

ARTICLE VI – MATTERS RELATED TO TAEKWON-DO

PROMOTION OF RANK TIME REQUIREMENTS

  1. First degree promotion to second degree training time is eighteen (18) months.
  2. Second degree promotion to third degree training time is two (2) years.
  3. Third degree promotion to fourth degree training time is three (3) years.
  4. Fourth degree promotion to fifth degree training time is four (4) years.
  5. Fifth degree promotion to sixth degree training time is five (5) years.
  6. Sixth degree promotion to seventh degree training time is six (6) years.
  7. Seventh degree promotion to eighth degree training time is seven (7) years.
  8. Eighth degree promotion to ninth degree training time is eight (8) years.

ADDITIONAL ITEMS

Article VI.3 Instructors

  1. Instructors are selected among the 4th to 6th Degree Black Belt members and approved by the National Association.
  2. The instructor for grading should hold an International Instructors Certificate, valid teaching license and be in good standing with the National Association and the International Taekwon-Do Federation.
  3. The student or school owner has the freedom and right to choose their instructor. The student or instructor may request another instructor if for some reason there is a conflict, loss of instructor or other reasons. The instructor can be chosen from anyone from 4th to 9th degree black belt.

Article VI.4 Granting membership to the ITF-USA from other schools, organizations, clubs.

  1. Application for membership must be in writing.
  2. If the schools, clubs, individuals elect to stay within that organization accepted by the ITF-USA then all votes at the ITF-USA congress will go with that organization.

APPENDICES

APPENDIX A – Non-Disclosure and Ethical Guidelines

 

Confidentiality and Non-Disclosure Agreement & Ethical Guidelines for Directors, Board, Committee, and Association Members

Adopted by the ITF-USA Board of Directors 

April 11 2021

 

BETWEEN

 

International Taekwon-Do Federation – USA, Inc. hereafter referred to as ITF-USA or Association

 

Registered office: 135 Main St., Manchester CT 06042

 

AND

 

Name:  

 

Address: _ Position:  

 

Effective Date of Agreement:  

 

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made

and entered into as of the Effective Date of Agreement set forth above by and between the International Taekwon-Do Federation – USA, Inc. hereafter referred to as the “Association”, and Directors, Board Members, Committee Members, Association Members hereafter referred to as “members”.

 

WITNESSETH:

 

WHEREAS, the parties hereto desire to have discussions related to, and may enter into, one or more business transactions (the “Subject Matter”).

 

WHEREAS, it is contemplated that such discussions and any business transactions entered into in connection therewith will require the disclosure by the ITF-USA to members of Confidential Information (as hereinafter defined);

 

WHEREAS, both parties recognize the value of the Confidential Information and that it is in their mutual best interests to maintain the confidential, proprietary, and secret nature of the Confidential Information.

NOW, THEREFORE, for and in consideration of the above premises, and in further consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

  1. CONFIDENTIAL INFORMATION. Confidential Information shall include, but not be limited to, documents, records, information and data (whether verbal, electronic or written), drawings, models, apparatus, sketches, designs, schedules, product plans and developments, marketing plans, technical procedures, manufacturing processes, analyses, compilations, studies, software, prototypes, samples, formulas, methodologies, formulations, patent applications, know-how, experimental results, specifications and other business information, relating to the Association’s business, assets, operations or contracts, furnished to Members and/or Members’ affiliates, employees, officers, owners, agents, consultants or representatives, in the course of their work contemplated in this Agreement, regardless of whether such Confidential Information has been expressly designated as confidential or proprietary. Confidential Information also includes any and all compilations, work products, and other data or material prepared by or in the possession or control of the Member, which contain, include, refer to or otherwise reflect or are generated from any Confidential Information. Confidential Information may be provided in written, oral, electronic, or other form.

 

  1. FORM OF DISCLOSURE. Confidential Information may be oral, visual, by demonstration, or in some other form not permanently recorded regardless of whether such Confidential Information has been expressly designated as confidential or proprietary.

 

  1. PERIOD OF CONFIDENTIALITY AND NON-USE. Member (including its affiliates, employees, agents, and consultants) shall maintain in strict confidence for a period of 5 years from the Effective Date and not disclose any Confidential Information it receives from the Association to any third party or use the Confidential Information for its own or any other party’s benefit, except in furtherance of its obligations to the Association pursuant to any business transaction it may enter into with the Association. Member shall use, as a minimum, the same degree of care to avoid disclosure or use of the Confidential Information as it employs with respect to its own confidential, proprietary, and secret information of like importance, but in

any case using no less than a reasonable degree of care. Member shall limit access to all Confidential Information to only those of Member’s personnel, agents, and representatives who “need to know” such information for carrying out Member’s obligations to the Association pursuant to any business transaction it may enter into with the Association and the Confidential Information will be used only for carrying out Member’s obligations to the Association pursuant to any business transaction it may enter into with the Association. Member shall insure that its affiliates, employees, officers, directors, owners, agents, consultants, and representatives who are given access to the Confidential Information by or on behalf of Member shall be bound by and shall comply with the terms of this Agreement.

 

  1. EXCLUSIONS. Information shall not be deemed Confidential Information, and Member shall have no obligation of confidentiality or restriction against use with respect to any information which:
    1. was known, in the possession of and documented by Member through no wrongful act of the Member prior to the Association disclosure of such information; or

 

  1. is or becomes publicly known through no wrongful act of Member and/or through no breach of any obligation to the Association; or

 

  1. is rightfully received from a third party who is not subject to restrictions on the use and disclosure of such information in favor of the Association; or

 

  1. is approved for release by written authorization from the Association; provided that, unless notice of said prior knowledge and possession or receipt from a third party is

given to the ITF-USA within thirty (30) days of receipt of the information from the ITF- USA or from a third party, respectively, it shall be conclusively presumed that the said information was not previously in the Member’s knowledge and possession or received from a third party.

 

  1. DISCLOSURES REQUIRED BY LAW. In the event Member is requested or required by a government or court order, or similar process, to disclose any Confidential Information supplied to it by the Association, Member shall provide the Association with prompt notice of such request so that the Association may seek an appropriate protective order and/or waive Member’s compliance with the provisions of this Agreement.

 

  1. INDEMNIFICATION. Member shall reimburse, indemnify and hold harmless the Association and its affiliates, owners, employees, officers, directors, agents and representatives from any damage, loss, penalty, cost or expense incurred by the Association as a result of or in connection with the use or disclosure of the Confidential Information contrary to the terms of this Agreement by Member or its affiliates, employees, directors, officers, owners, consultants, agents or representatives or any others to whom such Confidential Information has been disclosed by any such persons or entities. The term “affiliates” as used in this Agreement shall mean any persons, corporations, partnerships, limited liability companies, or other business

entities, which directly or indirectly control, are controlled by, or are in common control with such party to this Agreement. As used herein, the term “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise).

 

  1. NO PUBLIC COMMENT. Member shall not directly or indirectly make any public comment, statement, or communication with respect to, or otherwise disclose or permit the disclosure to any third party of any Confidential Information or of any matter relating to the Subject Matter or purpose or any transactions contemplated by the parties in connection therewith, without the prior written consent of The Association.

 

  1. NOTICE OF UNAUTHORIZED USE OR DISCLOSURE. Member shall notify the Association immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Member or any third party and will cooperate with the Association in every reasonable way to help regain possession of the Confidential Information and prevent its further unauthorized use or disclosure.

 

  1. OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION. All Confidential Information disclosed to Member shall be and remain the property of the Association. Upon the Association’s written request, Member shall promptly return all Confidential Information (including all originals, copies, reproductions, and summaries of such Confidential Information), or certify its destruction in writing, and keep the same confidential and secret in accordance with this Agreement.

 

  1. NO LICENSE. Nothing contained in this Agreement shall be construed as granting or conferring to Member any rights or license or otherwise, either expressly or by implication, in or to any Confidential Information disclosed by The Association to Member as a result of this Agreement, including, without limitation, rights or license under any present or future patent, patent application, copyright, trademark, service mark, trade secret or other proprietary information owned, licensed or controlled by the Association.

 

  1. SURVIVAL. Member’s obligations of non-disclosure pursuant to the terms of this Agreement shall survive until all Confidential Information has been returned to The Association or the destruction thereof has been certified to the Association in writing.

 

  1. RELATIONSHIP. This Agreement shall not be construed as a joint venture, pooling arrangement, partnership, teaming effort or agency arrangement. The Parties shall be entered into and the Association-Member relationship and any other financial arrangements shall be written in another document.

 

  1. NO WAIVER. Neither party waives any rights in invention or development lawfully possessed by it at the time of signing this Agreement. In addition, this Agreement does not imply any waiver of any rights or action under the patent, trademark, copyright, trade secret, unfair competition, fair trade, or related laws. Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.

 

  1. BINDING AGREEMENT. This Agreement shall be binding upon Member and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling Member or controlled by Member and shall inure to the benefit of the Association and its subsidiaries, successors, assigns, legal representatives, and all corporations controlling the Association or controlled by the Association.

 

  1. INJUNCTIVE RELIEF. Member understands and agrees that any use or dissemination of Confidential Information in violation of this Agreement will cause the Association irreparable harm, and that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information, and that the Association may be left with no adequate remedy at law; therefore, the Association shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Such remedies shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

 

  1. PREVAILING PARTY. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses.

 

  1. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of DELAWARE without regard to principles of conflict or choice of laws, and Member consents to venue and jurisdiction in and by the state and federal courts in the jurisdiction of the Association.

 

  1. ASSIGNMENT. This Agreement may not be assigned by Member without the prior written consent of the Association.

 

  1. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties relative to the protection of Confidential Information and supersedes all prior and collateral communications, reports, and understanding between the parties in respect thereto. No change, modification, alteration, or addition to any provision shall be binding unless it is in writing and signed by an authorized representative of both parties.

 

  1. SEVERABILITY. If a court of competent jurisdiction makes a final determination that any provision of this Agreement (or any portion thereof) is invalid, illegal or unenforceable for any reason whatsoever, and all rights to appeal the determination have been exhausted or the period of time during which any appeal of the determination may be perfected has been exhausted, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal or unenforceable.

 

  1. HEADINGS. The headings in this Agreement are for reference purposes only and shall not limit or otherwise affect the meaning of the provisions.

 

  1. COUNTERPARTS. This Agreement may be executed in one or more counterparts including signing a facsimile copy. Each counterpart shall be deemed an original and all counterparts together shall constitute one and the same instrument.

 

Statement of Commitment

 

“In establishing policy for and on behalf of the International Taekwon-Do Federation – USA, Inc.’s members, I am a custodian in trust of the assets of their organization. The members recognize the need for competent and committed elected board and appointed committee members to serve their organization and have put their trust in my sincerity and abilities. In return, the members deserve my utmost effort, dedication, and support.”

 

“Therefore, as a board / committee member of the International Taekwon-Do Federation – USA, Inc., I acknowledge and commit that I will observe a high standard of ethics and conduct as I devote my best efforts, skills and resources in the interest of the Association and its members. I will perform my duties as board or committee member in such a manner that members’ confidence and trust in the integrity, objectivity and impartiality of the Association are conserved and enhanced. To do otherwise would be a breach of the trust which the membership has bestowed upon me.”

 

Ethical Guidelines

General

  1. I will always hold the betterment of the membership of the Association as my priority, including during all participation in discussions and voting matters.
  2. I recognize that I am obligated to act in a manner which will bear the closest public scrutiny.
  3. It is my responsibility to contribute to the board of directors or the committee any suggestions of ways to improve the Association’s policies, standards, practices, or ethics.
  4. I will not abuse my position as a board or committee member by suggesting to any Association employee that I am entitled to or expect any special treatment beyond regular members of the Association.
  5. I will declare any conflict of interest, be it real, potential, or apparent, which is not immediately obvious with regard to any matter being discussed in my presence during a meeting.
  6. If the board or committee decides at any time during a meeting that I have a conflict, I will accept their request that I refrain from participating in the discussion and I will leave the meeting at the board or committee’s request. I understand that the board or committee’s decision will be recorded in the minutes, either with or without the reasons for the decision being also recorded.
  7. I understand that the following activities are considered by the Association to be conflicts of interest, and that conflicts of interest are not limited to the following situations:
    • where a board or committee member makes a decision or does an act motivated by other or additional considerations than the best interests of the Association;
    • where a board or committee member personally contracts with the Association or where he is a member of other organizations which are contracting with this Association;
    • where a board or committee member learns of an opportunity for profit which may be valuable to him or her personally or to another Association of which he or she is a member, or to other persons known to the member;
    • where a board or committee member, in any circumstance as related to the Association, puts his / her personal interests ahead of the best interests of the Association.

 

Information

  1. I shall not knowingly take advantage of or benefit from information that is obtained in the course of my official duties and responsibilities as a board or committee member, and that is not generally available to membership or other committees.
  2. I shall be alert to information which the Association  can be used to develop, improve policies and strategies.
  3. I shall protect the Associations information closely and will not release or share confidential information without the permission, preferably in writing, of the person who provided it.
  4. I shall maintain confidentiality of all information which the board deems ought to be kept confidential.

 

Resources

  1. I shall be mindful of resources which are in my trust on behalf of the Association and will help establish policies which maximize the security of protected resources.
  2. I expect to be reimbursed for legitimate expenses incurred by myself on behalf of the Association. I will keep all such expenses reasonable and justifiable and will discuss expenses which may be in question with the Association’s president.

 

Gifts and Hospitality

  1. I shall exercise care and due diligence at all times when giving or accepting any form of gift or hospitality on behalf of the Association.
  2. I shall not give nor accept gifts or hospitality as inducements or encouragement for preferential treatment or inappropriate or dishonest conduct.
  3. I shall not actively seek nor encourage gifts or hospitality from any party, nor will I give the impression that the award of any business, contract or similar is in any way conditional on gifts or hospitality.
  4. I may give or accept gifts or hospitality if there is no expectation of any favor or preferential treatment.
  5. I shall comply with any Association’s gift and hospitality policy once approved by the ITF-USA. Such policy will replace the text in this section of the Ethical Guidelines for Board & Committee Members.

 

Representing the Association

  1. As part of my duties as a board or committee member, I represent the Association informally and formally to other associations, societies, government officials, and business representatives. I recognize that it is important that I represent the Association in such a way as to leave others with a positive impression of the Association. In my duties, I will preserve and enhance the good reputation of the Association and will avoid behavior which might damage its image.

 

Interpretation

  1. The president of the Association shall ensure that the practice of this policy will be fair, just, and equitable in all situations of interpretation and application.

 

Enforcement

  1. The president is ultimately responsible for immediate interpretation, application, and enforcement of the board or committee members’ ethical guidelines policy. All complaints concerning a possible ethical guidelines violation shall be made in writing to or by the president with a copy provided to the complainant.
  2. The president shall make an initial determination of the issue and shall attempt initial resolution of the problem with the complainer and the complainant.
  3. If this initial attempt at resolution is not successful, the president shall forward the complaint to the ITF-USA Discipline Committee which shall investigate the complaint and submit a written report to the president within 30 days. The president will render his decision within ten days of receiving the committee’s report.
  4. The president’s decision may be appealed in writing to the board of directors for consideration at the board’s next regular scheduled meeting for a final decision. The final decision shall be delivered in writing to the complainer and complainant.

 

Delegation

  1. Should the president be the subject of a written complaint, the senior vice president shall perform the duties normally assigned to the president in this matter.

 

Sanctions

  1. Sanctions imposed for violation of these guidelines may include, but are not limited to, the following:
    • excluding the board or committee member from portions of all future meetings and discussions which relate to the stated conflict of interest, and/or
    • censure of the board or committee member, in private, in public, or both, and/or
    • removal of the board or committee member from office by a resolution passed by a majority vote of the board or members voting at a regular or a special meeting of the ITF-USA congress, according to the rules stated in the ITF-USA By-Laws.