ARTICLE I - TITLE

The NORTH AMERICAN BOXING FEDERATION (“NABF”) is hereby recognized as a corporate entity existing in and by virtue of the laws of the State of Nevada, United States of America, or such other jurisdiction as the Executive Committee may in the future incorporate the organization, and these are the official By-Laws that govern the conduct of the NABF.

ARTICLE II - OBJECTIVES

1.    The NABF is not organized for profit and no part of the net earnings, if any, shall inure to the benefit of any private member or individual;

2.    The NABF has been formed to protect and ensure the safety and welfare of boxers and to promote honesty and integrity in professional boxing;

3.    The NABF shall facilitate and provide for a fair and unbiased forum for the expression of opinions regarding of the conduct of boxing in the best interest of the sport, as well as the general public, with the objective to enhance public confidence in boxing and those persons who participate therein;
4.    The NABF shall affiliate and establish liaison with local boxing commissions to facilitate contests for NABF championships and to promote the best interests of boxing; and

5.    The NABF shall encourage public interest, communications, cooperation, and uniformity in the supervision and regulation of boxing among the members of the NABF, including but not limited to, the following:

(a)    To study and implement safety measures for participants in the conduct of boxing matches;

(b)    To establish uniform, fair and equitable rating systems for the various weight divisions in boxing, and to promulgate procedures for the recognition of champions;

(c)    To establish procedures for the interchange of information among members regarding suspensions, revocations, and other matters of disciplinary action taken by member jurisdictions.

(d)    To establish uniform procedures for the conduct of championship contests and for the mutual recognition of contracts pertaining to such contests;

(e)    To establish uniform procedures for the recognition of contracts entered into by and between boxers and managers;

(f)    To establish uniform procedures involving conflicting contracts entered into between boxers and/or managers with promoters; and

(g)    To study and encourage the development of amateur boxing.

ARTICLE III - OFFICERS AND EXECUTIVE COMMITTEE

1.    ELECTIVE OFFICERS - The elective officers of the NABF shall be the President and three Vice Presidents.  There shall be a Vice President from each of Canada, Mexico, and the United States.

2.    APPOINTIVE OFFICERS - The President and three Vice-Presidents shall, subject to availability, appoint a Treasurer, Executive Secretary, and three Regional Representatives, one from each of the three member countries of Canada, Mexico, and the United States of America.

3.    TERMS - The President and Vice-Presidents shall take office immediately upon their election and shall serve a two-year term.  They shall be eligible for re-election, provided, however, as follows:

(a)    A person shall not serve as President for more than two consecutive two-year terms, and such person shall not again be eligible for election as President until a period of two years has elapsed after the expiration of his term of office.

(b)    Vacancies in any office may be filled for the balance of the term thereof by a majority vote of the Executive Committee.

4.    PRESIDENT - The President shall be the chief officer of the NABF and shall preside over all meetings of the NABF and of the Executive Committee.  He shall be a member, ex officio, of all committees.  He shall communicate to the NABF such matters and make such suggestions as may, in his opinion, promote the welfare and increase the usefulness of the NABF and shall perform such other duties as are necessarily incident to the office.

5.    VICE-PRESIDENTS - A Vice-President, as designated by the Executive Committee, shall assume the duties of the President in the absence, or in the event of the incapacity, of the President.  Under normal circumstances, the Vice-Presidents shall perform such duties as may be delegated by the President.  They shall be ex officio members of all committees.

6.    TREASURER - The Treasurer (who may also be one of the Vice-Presidents) shall keep an account of all moneys received and expended for the use of the NABF, and shall make disbursements authorized by the Executive Committee or such other persons as the NABF members may prescribe.  All sums received shall be deposited by the Treasurer in the bank or banks approved by the Executive Committee, and he shall make a report at the annual meeting or when called upon by the President.  Funds may be drawn only on the signature of the Treasurer and one other signature as designated by resolution of the Executive Committee.  The duties of the Treasurer, upon the approval of the membership, may be delegated to an Assistant Treasurer.  The funds, books, and vouchers in the possession of the Treasurer shall be at all times subject to verification and inspection by the elective officers of the NABF.  At the expiration of his term of office, the Treasurer shall immediately deliver to his successor all books, money and other property.

7.    EXECUTIVE SECRETARY - The Executive Secretary (who may also be one of the Vice-Presidents) shall serve at the pleasure of the President and perform such duties as defined by the Executive Committee.  It shall be the duty of the Executive Secretary to keep a record of the proceedings of the annual convention or other meetings so designated by the President.

8.    EXECUTIVE COMMITTEE - The Executive Committee shall consist of the President, three Vice-Presidents, the immediate Past-President, and such other persons as the Executive Committee might appoint, said Executive Committee not to exceed nine (9) members.  If the immediate Past-President is currently an elected officer of the NABF, then the President who immediately preceded the Past-President, and who is currently a qualified general member, shall sit on the Executive Committee.  In the event that the President who preceded the Past-President is, for any reason, not qualified or available to sit on the Executive Committee, then the remaining members of the Executive Committee may appoint a qualified Past-President to serve on the Executive Committee.  The Executive Committee shall have supervision, control and direction over the affairs of the NABF, shall execute the policies and decisions of the active membership, shall actively prosecute the NABF objectives, and shall have discretion in the disbursement of funds.  The Executive Committee may adopt such rules for the conduct of its business as shall be deemed advisable, and may, in the execution of powers granted, appoint subcommittees or agents to work on specific problems or reports.  The Executive Committee shall have a regular meeting at the time and place of the annual meeting and shall report to the general membership on its activities.  The Executive Committee shall also meet upon the call of the President, as well as upon the demand of a majority of the general membership of the NABF, to decide any matters requiring action prior to the annual meeting.

9.    ELIGIBILITY OF ELECTIVE OFFICERS - No person shall be eligible to hold any elective office unless such person normally resides, for not less than (3) consecutive months, within the legal boundaries of the general membership of the NABF and is a qualified general member in accordance with the terms of these By-Laws.

ARTICLE IV - MEMBERSHIP

1.    ADMISSION AND MEMBERSHIP COMMITTEE – An Admission and Membership Committee shall be appointed by the Executive Committee to determine the eligibility of all applications for membership in accordance with these By-Laws.

2.    MEMBERSHIP CLASSIFICATIONS - Membership in the NABF shall consist of two classifications:

(a)    General members; and

(b)    Associate members.

3.    GENERAL MEMBERS - General members shall include any person residing in a state, province, territory, or possession of:

(a)    the United States of America who is not disqualified from being a member of the NABF by the Professional Boxing Safety Act of 1996, as amended by the Muhammad Ali Boxing Reform Act, or any other state or federal regulatory provision;

(b)    Canada; or

(c)     Mexico; and

who is not an active professional boxing promoter, boxer, trainer, agent or manager.

4.    ASSOCIATE MEMBERS - Associate members shall include any other persons who have an interest in the development of boxing, said individuals to include, but not be limited to, writers, media representatives, and publishers, as well as any other U.S. persons who are not disqualified from being a member of the NABF by the Professional Boxing Safety Act of 1996 as amended by the Muhammad Ali Boxing Reform Act, or any other state or federal regulatory provision.

5.    DEFINITION - For purposes of this Article, the word “reside” or “resides” shall be defined as the member’s permanent residence.

6.    MEMBERSHIP APPLICATIONS - To be admitted to the NABF as a member, a written application shall be submitted at the time and in the manner specified by the nomination and membership committee, together with annual dues.

7.    ANNUAL DUES - Annual dues for members shall be in an amount to be determined from time to time by the Executive Committee.

8.    PAYMENT OF DUES AND DELINQUENCY - Annual dues shall be paid in the following manner:

(a)    Annual dues are due and payable on or before June 1 of each year.

(b)    For new applicants, dues shall accompany their application for membership and shall only be refundable, upon application, should the applicant’s membership be denied by the Admission and Membership Committee.

(c)    Dues not paid after one (1) or more fiscal years shall automatically cancel a membership and any such former member shall be required to apply for membership as a new applicant.

ARTICLE V - VOTING AND ELIGIBILITY

1.    VOTING - Each state, territory, or possession of the United States of America (including the District of Columbia), Canada, and Mexico (including the Federal District of Mexico), if qualified, shall be entitled to appoint one (1) voting delegate to the NABF, each of whom shall be entitled to one (1) vote on all matters to be voted on at any annual or special meeting or mail vote of the delegates.

(a)    To appoint a voting delegate, each state, province, territory, or possession must have at least one (1) general member current in his dues at least thirty (30) days prior to the date of the annual convention of the NABF.  A majority of the general members of each state, province, territory, or possession shall select its voting member, and may direct him to vote in accordance with a majority vote of the general members of that state, province, territory, or possession.

(b)    Each state, province, territory or possession shall designate in writing its designated voting delegate, said designation to be made to the President of the NABF at least seven (7) days prior to the date of the annual convention of the NABF.

(c)    A delegate must be a general member who resides in the state, province, territory, or possession for which he votes.

(d)    At any annual or special meeting of the delegates, to be eligible to vote, a delegate must be present.  No proxy voting is permitted.

2.    MAIL VOTE - Whenever in the judgment of the Executive Committee any question shall arise which it considers should be put to a vote of the delegates, and when it deems it expedient not to call a special meeting for that purpose, it may, unless otherwise required by these By-Laws, submit the matter to the membership in writing by mail or electronic media for vote and decision, and the question thus presented shall be determined according to a majority of the votes received by mail or electronic media within the time set by the Executive Committee, provided that votes of at least fifty percent (50%) of the delegates shall be received.  Action taken in this manner shall be as effective as action taken at a duly-called meeting.  In the event that it is impractical, due to time limitations, to provide for a mail or electronic media vote, the President or his designated representative may conduct a vote of the delegates by telephone, provided that at least fifty percent (50%) of the delegates shall vote thereon.  The President or his designated representative must within seven (7) days from the date of the telephone vote provide written notification of the results of the telephone vote in writing.

ARTICLE VI - ELECTIONS

The election of NABF officers shall take place biannually at the time and place of the annual meeting.  A majority of votes of the delegates shall elect the officers.

ARTICLE VII - COMMITTEES

1.    STANDING COMMITTEES - Standing Committees may include the Admission and Membership Committee, Program and Publicity Committee, Ratings Committee, Championship Committee, Finance Committee, Legal Committee, Officials Committee, Medical Advisory Committee, Convention Committee and an advisory committee consisting of past Presidents. 

2.    ADMISSION AND MEMBERSHIP COMMITTEE - The Admission and Membership Committee shall determine the eligibility of all applicants for membership in accordance with the requirements for membership as set forth in the By-Laws.  The Admission and Membership Committee shall establish the grounds and procedures by which membership is suspended or terminated.

3.    PROGRAM AND PUBLICITY COMMITTEE - The Program and Publicity Committee shall be responsible for ensuring that the NABF received adequate recognition from the sports media for its actions and programs.

4.    RATINGS COMMITTEE - The Ratings Committee shall establish procedures for the rating of boxers.  Ratings shall be released every sixty (60) days after first being submitted to and approved by the President; however, this shall not preclude their more frequent issuance as the need arises.

5.    CHAMPIONSHIP COMMITTEE - The Championship Committee shall recognize or establish bouts for the recognition of  a champion in each weight division, enforce rules for the defense of the championships, and have such further unspecified powers and authority as shall be necessary to enable it to discharge fairly and reasonably its responsibilities under these By-Laws.  The Championship Committee shall be composed of the President and Chairman of the Championship Committee of the NABF, and such additional member as the President may appoint, subject to the approval of the Executive Committee.

6.    GRIEVANCE AND APPEALS COMMITTEE - The Grievance and Appeals Committee shall be responsible for conducting appeals from those aggrieved by the actions of the NABF, and in this regard may promulgate procedures, subject to the approval of the Executive Committee, for administrative appeals of, and remedies with respect to, any decision of the NABF, which procedures shall be binding upon all members or other parties who benefit from their association with the NABF.

7.    BY-LAWS COMMITTEE - The By-Laws Committee, in conjunction with the Legal Committee, shall be responsible for the formulation of amendments to the By-Laws of the NABF.

8.    FINANCE COMMITTEE - The Finance Committee shall be responsible for examining the financial statements of the NABF to ensure the proper expenditure of funds to further the interests of the NABF.

9.    LEGAL COMMITTEE - The Legal Committee shall be responsible for the legal requirements of the NABF.

10.    OFFICIALS COMMITTEE - The Officials Committee shall be responsible for formulating recommendations to the NABF to enhance the quality of officiating at all levels.

11.    MEDICAL ADVISORY COMMITTEE - The Medical Advisory Committee shall be responsible for medical matters and making recommendations to the NABF leading to increased safety for all participants in boxing.

12.    OTHER COMMITTEES - The Executive Committee may establish such other committees as may be deemed necessary to carry forth the objectives and purposes of the NABF.

13.    COMMITTEE MEMBERS - Each committee shall have not more than seven (7) members who shall be appointed by and serve at the pleasure of the President.  The President shall appoint the chairman (and vice-chairman, if any) of each committee, who shall serve at the pleasure of  the President.  Committee members shall serve at the pleasure of the President until the next election of officers of the NABF after their respective appointments, and thereafter until the appointment and approval of their successors.

14.    ASSIGNMENTS - The President shall determine the areas of responsibility that are to be assigned to committees and the committee to which a particular matter is to be assigned.

ARTICLE VIII - MEETINGS

1.    ANNUAL MEETING - There shall be an annual meeting of the NABF after the end of each fiscal year (unless otherwise ordered by the Executive Committee), such annual meeting to be held on such dates and times as shall be ordered by the Executive Committee, to receive reports and for the transaction of other business.  An election of officers shall occur biannually at the time of the annual meeting.  Meetings shall be open to general and associate members.

2.    LOCATION OF ANNUAL MEETING - The site of the annual meeting shall be selected by a majority vote of the Executive Committee.

3.    NOTICE OF ANNUAL MEETING - Notice of annual meetings shall be sent to both general and associate members sixty (60) days prior to the meeting.

4.    SPECIAL MEETINGS - Special meetings may be called by the President upon one (1) week’s prior written notice to the delegates.

5.    QUORUM - A quorum for an annual or special meeting or mail vote shall be a majority of the delegates that are certified by the Executive Committee as being appointed and in good standing.

6.    FISCAL YEAR - The fiscal year of the NABF shall be from January 1 to December 31.

7.    CONDUCT OF MEETINGS - All meetings of the NABF and its committees shall be conducted pursuant to Robert’s Rules of Order unless mutually agreed.

ARTICLE IX - RECIPROCITY

The Executive Committee may establish rules and procedures for the mutual recognition of, and the dissemination of, information concerning, any official action taken by the authorities governing boxing in any state, province, territory, or possession of Canada, Mexico, or the United States with respect to any person in the boxing industry under its jurisdiction, and the NABF and every general member shall give recognition and effect to such action to the extent permitted by law.

ARTICLE X - AMENDMENTS

1.    VOTE - These By-Laws may be amended by a vote of two-third (2/3rd) of the delegates appointed and in good standing.

2.    NOTICE - Notwithstanding the foregoing, amendments to these By-Laws shall not be presented without having been circulated to all delegates appointed and in good standing at least thirty (30) days prior thereto, except that emergency amendments may be presented to and voted upon at any meeting or mail vote.

ARTICLE XI - FUNDS

The NABF is neither intended as a profit-generating organization nor was it founded with the expectation of making a profit.  The NABF shall use its funds only for the objectives and purposes specified in these By-Laws.

ARTICLE XII - LIABILITIES

Nothing herein contained shall constitute members of the NABF as partners for any purpose.  No member, officer, agent or employee shall be liable for the acts or failure to act by any other member, officer, agent or employee of the NABF, and each shall be and is hereby indemnified to the maximum extent permitted by law.

ARTICLE XIII - DISSOLUTION

The NABF may be dissolved as a corporate entity only by a vote of three-fourths (3/4ths) of its delegates.

ARTICLE XIV - GROUNDS FOR EXPULSION OR IMPEACHMENT

1.    EXPULSION - Any individual member who is or has been involved in activities detrimental to boxing or to the purposes and objectives of the NABF is subject to expulsion by a two-thirds vote of the Executive Committee.

2.    IMPEACHMENT - Any officer or member of the Executive Committee of the NABF, whether elected or appointed, who engages in activities deemed detrimental to either the sport of boxing or the NABF as an organization, may be removed from office or position by a two-thirds vote of the Executive Committee.

ARTICLE XV - REINSTATEMENT

An individual member may apply for reinstatement to the NABF not sooner than one (1) year from the date of expulsion.  The Executive Committee shall have the sole discretion in reinstating the individual member if it is reasonably satisfied that the individual member is in full compliance with the membership requirements of these By-Laws and that the individual has ceased all other activities which caused the expulsion.

ARTICLE XVI - DISCIPLINARY PROCEDURE

1.    In the event the NABF takes disciplinary action against any member, boxer, manager, trainer, or promoter pursuant to the provisions of these By-Laws and/or the NABF Rules and Regulations, notice of such disciplinary action must be made in writing to the individual to be disciplined, said notice to be mailed to the last known address of that individual or his designated representative.  The disciplinary action will also be posted in a timely manner on the NABF internet site.

2.    Upon receipt of the notice of disciplinary action by the NABF, the individual subject to the disciplinary action may demand in writing, within twenty (20) days after receipt of such notice, for a formal review of the action to be taken by the NABF.  Such written demand must be sent directly to the President of the NABF, must set out reasons why that individual should not be disciplined or why the proposed disciplinary action should be reduced or modified, and must be accompanied by a non-refundable two hundred dollar ($200.00) filing fee.  Upon receipt of the written demand and fee, the matter must, within a reasonable time, be set for hearing at a time and place before the Grievance and Appeals Committee, or any other committee designated by the President, for a hearing on the disciplinary action.  Notice of the time and place for the hearing must be made in writing to the individual subject to the disciplinary action, or to his attorney or other designated representative.

3.    During the hearing, both the NABF and the subject individual will be entitled to introduce both physical evidence and sworn testimony, and will be entitled to examine and cross-examine any witnesses presented.

4.    The NABF and the subject individual may stipulate in writing that the formal hearing be waived and that all evidence be submitted in writing.

5.    Upon conclusion of the disciplinary hearing, the presiding committee shall, within ten (10) days from the conclusion of the hearing, send a written recommendation of disciplinary action to the President of the NABF.  Within thirty (30) days of receipt of the written recommendation, the President shall provide the subject individual or his attorney or other designated representative with the final decision by the NABF.

6.    In the event disciplinary action is taken, the subject individual shall be required to pay in advance any and all estimated costs likely to be incurred by the NABF in holding the hearing, said expenses to include, but not be limited to, airfare, lodging and meal expenses for each of the committee members scheduled to be attending the hearing.  The estimated costs must be sent in writing to the subject individual by the NABF thirty (30) days prior to the date of the scheduled hearing, and the full estimated amount must be paid to the NABF no less than fifteen (15) days of said hearing.  Failure of the subject individual to pay the estimated amount in strict accordance with this section shall result in his forfeiture of a formal hearing.  Any amounts submitted under this section which constitute a surplus to legitimate expenses shall be refunded upon completion of the disciplinary action.  This section shall not apply to disputes pertaining to ratings and rating changes.

ARTICLE XVII - BINDING ARBITRATION

Any dispute arising directly or indirectly on the occasion of or in connection with an NABF-sanctioned bout or any decision made by the NABF, which the parties have been unable to resolve pursuant to the NABF’s administrative procedures and remedies, must then be settled exclusively by such mandatory arbitration as shall be mutually agreed to by the parties.  All parties who benefit from their association with the NABF are deemed to acknowledge that these provisions concerning alternate dispute resolution are an essential part of the NABF’s rules and regulations, and all such parties expressly waive all remedies and courses of action other than those provided for herein.

The foregoing By-Laws were adopted by a two-thirds (2/3rds) vote of the delegates to the annual convention of the NABF on May 25, 2006, and hereby supersede and replace any and all previously-enacted By-Laws and their amendments, the former Constitution of the NABF, and any other rules or regulations promulgated under, said documents being now deemed to be null and void and with no further applicability to the operations, activities and procedures of the NABF.