BAAA Articles of Association

COMMONWEALTH OF THE BAHAMAS ARTICLES OF ASSOCIATION OF THE BAHAMAS ASSOCIATION OF ATHLETIC ASSOCIATIONS THE COMPANIES ACT 1992 NON PROFIT COMPANY

ARTICLE 1: NAME The name of this Company shall be THE BAHAMAS ASSOCIATION OF ATHLETIC ASSOCIATIONS (hereinafter referred to as “the B.A.A.A.” or “the Federation”) ARTICLE 2: INTERPRETATION In the interpretation of these presents, unless there be something in the subject or context inconsistent therewith:“Island Association” or “Association” means the local organization which administers a geographically defined area, and bears a name which includes its geographic description.

“Athletics” means, inclusively, track and field, cross country running, road running, race walking and any other sport discipline recognized by the IAAF. “Athletics competition” means a contest, game, meet, match, tournament, or other athletes event in which eligible athletes compete.

“Club” means a local or national organization whose programs involve competitive member athletes, events and / or education in Athletics.

“Coach” means a person who is currently engaging in the training of athletes on an active basis, whether on a paid basis or not and regardless of the extend to which coaching is a part of the person’s vocation.

“BOA” means the Bahamas Olympic Association “IAAF” means the International Association of Athletics Federations.

“International Athletics competition” means any Athletics competition involving athletes from two (2) or more countries.

“IOC” means the International Olympic Committee “the Act” means the Companies Act 1992 “the seal” means the common seal of the B.A.A.A. “Secretary” means any person appointed to perform the duties of the secretary of the Federation “Board” means the Executive Board of the Federation, and “Executive” or “Officer” means a member of the Executive Board Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

The Board is the sole authority for the interpretation of these articles or bye-laws and regulations made by it from time to time.

The decision of the Board upon any question of interpretation or upon any matter affecting the

Federation and not provide for by these Articles or by the bye-laws or regulations as the case may be is final and binding on the members.

These Articles shall be governed and construed in accordance with the laws of the Commonwealth of the Bahamas and the meaning and construction thereof and the rights and duties of the parties there under shall, in all respects, be determined in accordance with such laws.

In the interpretation of these Articles words importing persons shall include corporations the masculine gender shall include feminine and the neuter gender and words importing the singular number only shall include the plural number and vice versa.

The heading in these Article are for ease of reference only, and are not to be taken into account in its interpretation.

Unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning in the Act or any statutory modification therefore in force at the date at which these articles become binding on the Federation.

ARTICLE 3: AUTHORITY The Federation shall be the National Governing Body for the sport of athletics in the Commonwealth of the Bahamas. It shall have complete autonomy in its governance of the sport, and shall independently determine and control all matters relevant to such governance. Such powers shall include: (i) Representing the Commonwealth of the Bahamas in the IAAF. (ii) Establishing National Goals for articles in the Commonwealth of the Bahamas and developing programs to encourage the attainment of such goals. (iii) Serving as the co-coordinating body for athletics in the Commonwealth of the Bahamas and conducting competition in athletics in the said Commonwealth; including National Championships and International Competition. (iv) Liaising with the Ministry responsible for sports with respect to such matters as the Federation or the Ministry may deem relevant. (v) Exercising jurisdiction over the sport of athletics throughout the Commonwealth of the Bahamas including:(A). Establishing procedures for the determination of eligibility standards for participation in competition in the sport of athletics in the Commonwealth of the Bahamas.

(B). Recommending to the Bahamas Olympic Association (“the B.O.A.�) individuals and teams to represent the Commonwealth of the Bahamas in athletics in the Olympic Games, the Pan American Games, Commonwealth Games, C.A.C. Games and any other competition for which the B.O.A. is responsible.

(C). Designating teams and individuals to represent the Commonwealth of the Bahamas in other international competitions and certifying the eligibility of such individuals and teams.

ARTICLE 4: MEMBERSHIP 4.1 CLASSES OF MEMBERSHIP Membership in the Federation shall be divided into the following classes: (i) Island Associations; (ii) Club members;

(iii) Individual Members; (iv) Affiliated Members; (v) Supporting members; (vi) Council members 4.2 ISLAND ASSOCIATIONS 4.2.1 An Island Association is any organization which may be established in any Island of the Commonwealth of the Bahamas, and which is duly registered with the Federation as the Organization responsible for the development of athletics in that island.

4.2.2 The Federation shall recognize only one Island Association at any given time as the duly registered representative for a particular Island.

4.2.3 Each Island Association must provide in its rules for:a) Membership to be open to the following categories of persons:(i) Eligible athletes who are ordinarily residents in its geographic region; and (ii) Coaches, managers, trainers, administrators and officials who have an interest in athletes. b) The democratic and open election of officers c) The observance of rules and guidelines set by the Federation, and the acknowledgement of the Federation as the governing body for athletics in the Commonwealth of the Bahamas d) Objects which are consistent with the objects of the Federation

4.3 CLUB MEMBERS 4.3.1 A Club member is a club which is duly registered with a recognized Island Association or is a club which duly registered with a Federation where there is no recognized Island Association.

4.4 INDIVIDUAL MEMBERS 4.4.1 An Individual member is a person who has registered with the Federation or with an Island Association as:(i) An Athletic Member: This is a person who has registered in order to be eligible for competition; or (ii) An Associate Member. This is a person who has registered in order to assist athletics. Such a person may be a coach, competition official or athletics Administrator.

4.5 AFFILIATED MEMBERS 4.5.1 An Affiliated member is a nationally recognized organization which may be interested in the promotion, assistance, support or study of athletics in the Commonwealth of the Bahamas, and wishes to support the Federation.

4.6 SUPPORTING MEMBERS 4.6.1. A Supporting Member is an individual who has registered with the Federation as:(i) Sustaining members. These are individuals who make an annual financial contribution to further the objectives of the Federation. (ii) Corporate Members. These are companies or individuals who make significant financial contributions to further the aims of the Federation. (iii) Honorary Life Members. These are individuals who are deemed to have made an outstanding contribution to the Federation.

4.7 THE COUNCIL 4.7.1 Members of the Federation shall at the Annual General Meeting elected twelve persons to be the Council of the Federation, which shall advise the Executive Board generally on maters pertaining to athletics.

4.7.2 The President shall appoint a member of the Council to be its Chairman, and shall have the power to dismiss the Chairman.

4.8 RIGHT TO VOTE Supporting members and Individual Members shall be entailed to all of the benefits and privileges of membership except that they shall not be qualified to vote.

4.9 DUES 4.9.1 The Board shall determine from time to time the annual dues payable by the various cases of membership and the single financial contribution due to be an honorary life member. Such determination is subject to ratification at a general meeting and shall not be valid until such ratification is rendered.

4.9.2 Dues for the various classes of membership shall be payable upon receipt of notice of acceptance of membership application, and thereafter on the 1st day of January in each succeeding year.

4.9.3 In the event that any member shall at any time neglect or fail to pay his annual or special dues or fees when the same are payable, the secretary shall, at the direction of the Board send a written notice to the member, and any member in arrears of dues shall be automatically suspended, and shall not have a right to vote until such dues are paid.

4.9.4 Termination of membership for any reason shall not relieve any member of the obligation to pay annual or special dues or fees when due or accruing due.

4.10 QUALIFICATION FOR MEMBERSHIP The Board may from time to time by resolution prescribe such forms of application for membership containing such terms and conditions as the Board shall deem appropriate in the circumstances.

4.11 RESIGNATION Any individual, Club, or supporting member may withdraw from the Federation at any time by giving written notice to that effect to the Secretary. In such a case, membership in the Federation shall case immediately upon receipt of the notice by the Secretary. An Island Member or an Affiliated member must give twelve (12) months’ notice in writing to the Secretary of the Federation or their resignation, and such resignation must be approved by the member in accordance with its rules or Constitution.

4.12 TERMINATION OF MEMBERSHIP Membership on the Federation shall automatically terminate in the case of an individual, the member dies, becomes bankrupt or is found to be a mentally incompetent person, or if in the case of any other type of member, the existence of the member is terminated for any reason whatsoever.

4.13 MEMBERSHIP RESPONSIBILITY 4.13.1 Any member who accepts membership in the Federation shall be deemed to have undertaken to abide by the provisions of the Articles, regulations and by-laws (if any) of the

Federation.

4.13.2 No member may on any pretence or in any manner receive any profit, salary or emoluments from the funds or transactions of the Federation except for professional services rendered at the request of the Board. All profits and other accretions of the Federation are to be used in furthering its objects.

AMENDED (2008) 4.13.3 All members shall be bound by the IAAF Anti-Doping Rules and Procedural Guidelines and any amendments thereto.

4.13.4 It is a condition of Athletic Membership that each Athletic Member submit to the following: a) In and out of competition doping controls and testing, a report of which must be submitted to the IAAF on an annual basis; b) IAAF doping controls and testing at the Federation’s National Championships and at Area Association and Regional Championships; c) Unannounced out of competition testing authorized by the federation and conducted by any agency or body competent to perform testing; d) To the IAAF authority to conduct unannounced out of competition testing.

4.13.5 The Athletic members shall be immediately disqualified from membership in the Federation and ineligible for sanctioned Athletic Competitions of any sort if the Athletic member fails to submit himself or herself to any in-competition and out-of-competition testing carried out by the Federation, the IAAF and any other body with competent authority to test under the IAAF Anti-Doping Rules and any amendments thereto.

4.14 SUSPENSION AND EXPULSION 4.14.1 Any violation of these Articles, the by-laws or rules and regulations of the Federation by a member shall render such member liable to suspension or expulsion by the Board. In the event a member is suspended or expelled by a resolution of the Board, such member may appeal to an Arbitration Tribunal appointed by the Executive Board. An appeal from the decision of the Arbitration Tribunal shall be to the membership at the Annual General meeting. The membership shall allow or dismiss the appeal by a majority vote of members present. The decision of the members taken in accordance with this Article shall be final and binding on all parties.

4.14.2 Upon ceasing to be member of the Federation, a person forfeits all right to and claims upon the Federation and its property and funds.

ARTICLE 5: EXECUTIVE BOARD 5.1 COMPOSITION OF EXECUTIVE BOARD Except as provided by these Articles, the Federation shall be managed by an Executive Board (“The Board”) composed of the following Officers: (i) The President (ii) The Immediate Past President (iii) A First Vice President (iv) A Second Vice President (v) Honorary Secretary (vi) Honorary Treasurer (vii) Technical Director (viii) Statistician

(ix) Public Relations Officer (x) Assistant Secretary (xi) Assistant Treasurer (xii) Two Special Projects Officers (xiii) Athletes’ Representative** (xiv) The Chairman of the Council for the time being (xv) The President for the time being of: a) The Coaches Association; b) The Parents Association of Track and Field Athletes; and c) The Bahamas Association of Certified Officials (xvi) Such other person or persons who may be deemed to be a member of the Executive Board by virtue of the rules governing the Federation’s membership in any international sporting organization, or by virtue of the provisions of Article 5.6.2 hereof. Provided that any Bahamian who is elected to office in the IAAF Council shall be deemed to be a member of the Executive Board of the Federation for such period as he hold office.

5.2 POWERS AND DUTIES OF THE EXECUTIVE BOARD 5.2.1 The business of the Federation shall be managed by the Executive Board, who may pay all expenses incurred in promoting and registering the Federation, and may exercised all such powers of the Federation as are not, by the Act or by these articles, required to be exercised by the Federation in general meeting, subject nevertheless to the provision of the Act or these articles and to such regulations, being not inconsistent with aforesaid provisions, an may be prescribed by the Federation in general meeting; but no regulation made by the Federation in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

5.2.2 The Board may from time to time and at any time by power of attorney appoint any firm or person or body of persons, whether nominated directly or indirectly by the Board to be attorney or attorneys of the Federation for such purposes and with such powers., authorities and discretion (not exceeding those vested in or exercisable by the Board under these articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with attorney as the Board may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

5.2.3 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipt for moneys paid to the Federation, shall be signed, drawn, accepted, indorsed, or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.

5.2.4 The Board shall cause minutes to be made in books provided for the purpose: (a) of all appointments of officers made by the Board; (b) of the names of the Executives present at each meeting of the Board and of any committee of the Board; (c) of all resolutions and proceedings at all meetings of the Federation, and of the Board and of committee of Executives: and every executive present at any meeting of Executives or committee of Executives shall sign his name in a book to be kept for that purpose.

5.2.5 The Board shall also have the following powers:-

(i) To make or alter regulations for meets and competitions from time to time promoted by or held under the auspices of the Federation. (ii) To sanction and regulate the dates of the holding of all such meets and competitions. (iii) To set subscription rates for membership in the Federation (iv) To prohibit any act or practice by any member, Club, Coach, Athlete or official which in the opinion of the Board is detrimental to the best interest of the sport and to deal with any Member, Club, Coach, Athlete or official disregarding such prohibition in such manner as it may in its absolute discretion think proper. (v) To levy penalties on members, clubs, coaches, athletes or officials for infringement of the rules of the sport and/or the rules and regulations of the federation. (vi) To reinstate upon terms and otherwise as it may think proper any Member, Club, Coach, Athlete or Official penalized for any offence hereunder. (vii) To decide all doubtful and disputed points in connection with the sport and the laws thereof and the rules and regulations of the Federation. (viii) To consider and deal with all applications for affiliation and membership. (ix) To do all such other things in the interest of the sport and the Federation as it may deem expedient.

AMENDED (2008) (x) To insure that no athlete is granted consent to use an Athletes’ Representative as defined by rule 7 of the IAAF Competition Rules 2008 or otherwise and no Athletes’ Representative shall be authorized unless a written contract exists between the athlete and his or her representative, which contains the minimum terms set out in the IAAF Regulations concerning National Federation/Athletes Representatives, a copy of which contract must be provided to and approved by the Executive Board in compliance with the relevant IAAF Rules.

5.3 DISQUALIFICATION OF EXECUTIVES 5.3.1 The office of the Executive Board member shall be vacated if the Executive:(i) Without the consent of the federation in general meeting holds any other office of profit under the Federation; or (ii) Becomes bankrupt or makes arrangement or composition with his creditors generally; or (iii) Becomes prohibited from being an Executive by reason of any order made under the Act; or (iv) Becomes of unsound mind; or (v) Resigns his office by notice in writing to the federation; or (vi) Ceases to be an Executive by virtue of the provisions of the Act; (vii) Is directly or indirectly interested in any contract with the Federation and fails to declare the nature of his interest in manner required by the Act. 5.3.2 An executive shall not vote in respect of any contract in which he is interested or any matter arising there out, and if he does, so vote shall not be counted.

5.3.3 The federation may from time to time by ordinary resolution increase or reduce the number of Board members.

5.3.4 The board shall have power at any time and from time to time to appoint any person to board for the purpose of filling a casual vacancy but so that the total number of executives shall not at any time exceed the number fixed in accordance with these article. Any Executive so appointed shall hold office only until the next/following annual meeting, and shall then be eligible for re-election.

5.3.5 The Federation may by ordinary resolution, remove any executive before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the federation and such executive. Such removal shall be without prejudice to any claim such executive may have for damages or breach of any contract of services between him and the Federation.

5.3.6 The Federation may by ordinary resolution appoint another person in place of an executive removed from office under the immediately preceding article. Without prejudice to the powers of the Board under article 5.3.5, the Federation, in general meetings may appoint any person to be an executive either to fill a causal vacancy or an additional Executive. The person appointed to fill such vacancy shall be subject to retirement at the same time as if he had become an Executive on the day on which the Executive in whose place he is appointed was elected.

5.4 PROCEEDINGS OF EXECUTIVE BOARD 5.4.1 The Board may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. An Executive may, and the secretary on the requisition of any two Executives shall, at any time summon a meeting of the Board. It shall not be necessary to give notice of a meeting of the Board to any Executive for the time being absent from the Commonwealth of the Bahamas.

5.4.2 The quorum necessary for transaction of the business of the Board may be fixed by the Board and unless so fixed shall be eight.

5.4.3 The continuing Executives may act, notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the articles of the Federation as the necessary quorum of Executives, the continuing Executive of Executives may act for the purpose of increasing the number of Executives to that number, or of summoning a general meeting of the Federation, but for no other purpose.

5.4.4 The Board may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegate conform to any regulations that may be imposed on it by the Board.

5.4.5 A committee may elect a chairman of its meeting; if no such chairman is elected, or if at any meeting the chairman is not present within fifteen minutes after the time appointed for holding the same, the members present may choose one of their numbers to be chairman of the meeting.

5.4.6 A committee may meet and adjourn as it thinks proper. Questions arising at any meting shall be determined by a majority of votes of the members present, and in some case of an equality of votes the chairman shall have a second or casting vote.

5.4.7 All acts done by any meeting of the Board of committee of Executives, or by any person acting as an Executive, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Executives or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be an Executive.

5.4.8 A resolution in writing, signed by all Executives for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it has been passed at a meeting of the Board duly convened and held.

5.5 DUTIES & FUNCTIONS OF EXECUTIVES The duties and function of all Executives shall be prescribed from time to time in bye-laws adopted by the Board. Until such bye-laws are adopted, the President, after consultation with the Board, shall delegate specific duties to the officers as he in his discretion deems appropriate having regard to the nature of the office held.

5.6 ELECTION TO THE BOARD 5.6.1 The Executives specified in Article 5.1 ( i ) through ( xii ) thereof shall be elected by secret ballot at the Annual General Meeting and shall hold office for two years from the date of their election, after which they must retire but shall hold office until the conclusion of the Annual General Meeting at which their successors in office are elected. All officers shall be eligible for re-election.

5.6.2 The President of each Island Association shall, if he is not an elected member of the Board, be an ex officio member of the Board, and shall be entitled to all the privileges enjoyed by other Executives.

5.7 MEETINGS OF THE BOARD 5.7.1 The Board shall meet at such times and in such places deem to be necessary to conduct the affairs of the Federation, but shall not meet less than once every three months.

5.8 REGULATIONS/BYE-LAWS 5.8.1 The Board may from time to time make, repeal and amend any regulations or bye-laws (not inconsistent with these Articles) as it thinks expedient for the management and well being of the Federation and to ensure that the Federation remains in full compliance with IAAF rules and regulations at all times.

5.8.2 All regulations made by the Board under these Articles are binding on the members until repealed by the Board or set aside by a resolution of a General Meeting of the Federation.

5.9 SECRETARY AND OTHER EMPLOYEES The Board may appoint, pay and dismiss a Secretary and such other employees as it deems necessary.

ARTICLE 6: MEETINGS OF THE FEDERATION 6.1.1 The Federation shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more that fifteen months shall elapse between the date of one annual general meeting of the Federation and that of the next. The annual general meeting shall be held at such time and place as the Board shall appoint.

6.1.2 All general meeting other than the annual general meetings shall be called extraordinary general meetings.

6.1.3 The Board may, whenever it thinks fit, convene an extraordinary general meeting 6.2 NOTICE OF GENERAL MEETING 6.2.1 An annual general meeting and a meeting called for the passing of a special resolution shall be called by fourteen days’ notice and any other meeting of the Federation called for the passing of a special resolution shall be called by seven days’ notice. The notice shall be inclusive

of the day on which it is given and shall specify the place, the day and the hour of the meeting, and in case of special business the general nature of that business and shall be given, in such manner, as may be prescribe by the Board.

Provided that a meeting of the Federation shall, notwithstanding that it is called by shorter notice than that specified in this Article be deemed to have been duly called if it is so agreed:(A). In case of a meeting called as the annual general meeting, by a majority in number of the numbers having the right to attend and vote at the meeting, being a majority together representing not less than seventy five percent of the total voting rights at that meeting of all members.

(B). In the case of any other meeting, by a majority number of the members having a right to attend and vote at the meeting, being a majority together representing not less than twenty-five percent of the total voting rights at that meeting of all members.

6.2.2 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.

6.3 PROCEEDINGS OF GENERAL MEETINGS 6.3.1 All business shall be deemed special that is transacted at an extraordinary general meeting and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, because, balance sheets and the reports of the auditors, the election of officers in the place of those retiring and the appointment of, and the fixing of the remuneration of the auditors.

6.3.2 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided ten members present in person shall be a quorum.

6.3.3 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, shall stand adjourned to the same day in the next week, at the same time and place, or to such other day as such other time and place as the Board may determine, and if at the adjourned meeting a quorum is not present within half an hour for the time appointed for the meeting the members present shall be a quorum.

6.3.4 The President shall preside as Chairman at every general meeting of the Federation, or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act one of the Vice Presidents shall act in his place.

6.3.5 If at any meeting from which the President is absent and a Vice President is unwilling to act as Chairman or if no Vice President is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be chairman of the meeting.

6.3.6 The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left

unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

6.3.7 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:(i) By the Chairman; or (ii) By at least three members present in person; or (iii) By any member or members present in person and representing not less than one-tenth of the total voting rights of all members having the right to vote at a meeting.

Unless a poll be deemed a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Federation shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favor of or against such resolution.

The demand for a pool may be withdrawn.

6.3.8 Except as provided in Article 6.3.10, if a poll is duly demanded, it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

6.3.9 In the case of equality votes, whether on a show of hands or on a poll, the Chairman of the meeting, at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casing vote.

6.3.10 A poll demanded on the election of a Chairman, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other questions shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which poll has been demanded may be proceeded with pending the taking of the poll.

6.3.11 A resolution in writing, signed by all the members for the time being entitled to receive notice of and to attend and vote at general meetings, shall be as valid and effective as if the same had been passed at a general meeting of the Federation duly convened and held.

6.3.12 No member shall be entitled to vote at any general meeting unless: 1) all monies presently payable by him to the Federation have been paid to the Federation; and 2) In the case of club members and Island Associations, they maintain their active status in accordance with the provisions of Article 5 thereof.

6.3.13 Each club member and each affiliated member shall be entitled to send one voting delegate to meetings of the Federation.

6.3.14 Each Island Association shall be entitled to send voting delegates to meetings of the association in accordance with the number of active clubs which they have registered as dues paying members. This is to say an Island Association with a membership of:(i) One Club shall be entitled to one voting delegate (ii) Two to four clubs shall be entitled to 3 voting delegates (iii) Five to nine clubs shall be entitled to 7 voting delegates (iv) Ten or more clubs shall be entitled to 10 voting delegates.

Provided that no club should be considered active in accordance with the provision hereof unless that club shall register at least 15 of its members with the Federation and or Island Association as the case may be and paid the requisite dues for such members for the current year.

6.3.15 Each officer of the Federation, for the time being, shall be entitled to 1 vote at every meeting of the Federation.

ARTICLE 7: THE SEAL The officers shall provide for the safe custody of the seal, which shall only be used by the authority of the Board or of a committee of the Board authorized by the Board in that behalf, and every instrument to which the seal be affixed shall be signed by an officer or by some other person appointed by the Board for the purpose.

ARTICLE 8: ACCOUNTS 8.1 The board shall cause proper books of accounts to be kept with respect to:(i) All sums of monies received and expended by the Federation and the matters in respect which the receipt or expenditure takes place; (ii) All sales and purchases of goods by the Federation; and (iii) The assets and liabilities of the Federation.

Proper books shall not be deemed to be kept if there are not kept such books of accounts as are necessary to give a true and fair view of the status of the Federation’s affairs and to explain its transactions.

8.1.1 The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Federation or any of them shall be open to inspection of members, not being Board members; and no members ( not being a Board member) shall have any right of inspecting any account or book or document of the Federation except as conferred by status or authorized by the Board or by the Federation in general meeting.

8.2 Payments of checks shall require to two signatures.

8.3 The Board shall from time to time cause to be prepared and to be laid before the federation, in general meeting, such profit and loss accounts, balance sheets and group accounts as are kept by the Federation.

8.4 The Financial year of the Federation ends on 30th September in each year and the accounts of the Federation must be balanced to that date.

ARTICLE 9: AUDITORS The Federation may (but need not) at each Annual General Meeting appoint an Auditor or Auditors to hold office from the conclusion of that meeting until the conclusion of the next Annual General Meeting.

ARTICLE 10: NOTICES 10.1 A notice may be served by the Federation upon any member, either personally or by sending it through the post in a prepaid envelope addressed to such member at his address appearing in the register of members; provided that, for the purpose of serving notice for any purpose on any member whose address as aforesaid is outside the Commonwealth of the Bahamas, such method of posting is adopted as would in the ordinary course result in such

member receiving such notice as such address not less that ten (10) days in advance of the date fixed for the meeting, but the Federation shall not be accountable for any accidental omission by any such member to receive any such notice.

10.2 The signature to any such notice to be given by the Federation may be written, typewritten or printed.

10.3 Any notice, if served by post, shall be deemed to have been served at the time when the envelope containing the same was posted; and in providing such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and put into the Post Office.

10.4 A meeting of members, whether Annual or Extraordinary, or of the Board may be held without previous notice if all the members who are entitled to vote are present.

ARTICLE 11: INDEMNITY 11.1 Every Board member, manager, Secretary and other officer, servant or agent of the Federation shall be indemnified by the Federation against, and it shall be the duty of the Board out of the funds of the Federation to pay, all costs, losses and expenses which any such Board Member, Manager, Secretary, Officer, servant, or agent may incur or become liable to by reason of any contract entered into, or act or thing done by him as such Board Member, Manager, Secretary, Officer, servant or agent or in any way in the discharge of his duties unless the same shall result his own dishonesty or any act of willful misfeasance, bad faith gross negligence or reckless disregard of the duties involved in the conduct of his office.

11.2 No Board member or other officer of the Federation shall be liable for the acts of receipts neglects or defaults of any other Board member or Officer or any loss or expense happening to the Federation through the insufficiency or deficiency of any security of title to any property acquired by order of the Board for and on behalf of the Federation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Federation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be deposit, or for any loss occasioned by an error of judgment, omission, default or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of his office or in relation thereto, unless the same happen through his gross negligence or reckless disregard of the duties involved in the conduct of his office.

ARTICLE 12: AMENDMENTS 12.1 No resolution to amend these Articles may be moved at any annual or special general meeting unless written notice of the amendment has been received by the secretary not less than thirty (30) days previous to the meeting.

12.2 Whenever notice of any amendment to be proposed is given, it must be sent to the members with their notice of the meeting.

ARTICLE 13: DISSOLUTION 13.1 If at any general meeting a resolution for the dissolution of the Federation is passed by a

majority of the members present and at a special general meeting held not less than six weeks later (of which not less than four weeks written notice has been given to each member who is entitled to vote) and at which not less than one-half of the members who are entitled to vote are present that resolution is confirmed by a resolution passed by a majority of two-thirds of the members voting on it, the Board must immediately, or at such future date as is specified in the resolution, proceed to realize the property of the Federation.

13.2 If upon the winding up or dissolution of the Federation there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Federation, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Federation, and which shall prohibit the distribution of its or their income property among its or their members, such institution or institutions to be determined by the members of the Federation at or before the time of dissolution, and if and so far as effect cannot be given to such provision therein to some charitable object.

ARTICLE 14: DISPUTES (AMENDED 2008) DISPUTES BETWEEN THE FEDERATION, THE IAAF AND ANOTHER FEDERATION 14.1 Unless otherwise stated in a specific IAAF Rule or Regulation, the Federation shall refer all disputes arising between itself and the IAAF to the IAAF Council.

14.2 Unless otherwise stated in a specific IAAF Rule or Regulation, the Federation shall refer all disputes arising between itself and another IAAF Federation Member to the IAAF Council.

ARTICLE 15: ATHLETES’ REPRESENTATIVES (AMENDED 2008) 15.1 The Association may allow Athletes to use the services of an authorized Athlete’s Representative to assist athletes in the planning, arranging and negotiation of their athletic program.

15.2 The Association shall have jurisdiction over Athletes’ Representative acting on behalf of Bahamian Athletes.

15.3 No Athlete will be granted the consent of the Federation to use an Athletes’ Representative and no Athletes’ Representative shall be authorized unless a written contract exists between the athlete and his or her Representative which contains the minimum terms set out in the IAAF regulations.

This Constitution was ratified by the Bahamas Association of Athletic Associations at its Annual General Meeting held at _______________________________ on the _____________ Day of________________________, A.D., 2001

______________________________ ___________________________ President Secretary

COMMONWEALTH OF THE BAHAMAS MEMORANDUM OF ASSOCIATION OF THE BAHAMAS ASSOCIATION OF ATHLETIC ASSOCIATIONS THE COMPAINES ACT 1992 NON PROFIT ………………………………….

1. The name of the company (hereinafter called “the Federation”) is THE BAHAMAS ASSOCIATION OF ATHLETIC ASSOCIATIONS. 2. The registered Office of the Federation is situated at the Colony Club Resort on St. Albans Drive in the Island of New Providence, one of the Islands of the Commonwealth of the Bahamas and its postal address is P.O. Box SS-5517, Nassau, Bahamas 3. The objects for which the Federation is established are: (a) To govern, encourage and sponsor out Track and Field, Long Distance, Running, Cross Country Running, Road Running, Race Walking and any other sporting discipline recognized by the IAAF (hereinafter referred to as “Athletics”) throughout the Commonwealth of the Bahamas, in accordance with the rules prescribed by the international Association of Athletic Federations. (b) To secure and maintain affiliation with and recognition by all relevant recognized National and International Sporting Bodies. (c) To promote in every manner the interest of athletics in the commonwealth of the Bahamas. (d) To take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Federation by way of donations, annual subscriptions or otherwise. (e) To purchase, take on lease or in exchange, hire or otherwise acquire any real and personal

estate which may be deemed necessary or convenient for any of the purposes of the Federation; (f) To construct, maintain, and alter any houses, buildings, or works necessary or convenient for the purpose of the Federation; (g) To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the Federation; (h) To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Federation, in the shape of donations, annual subscriptions, or otherwise; (i) To employ all such officers and servants as may be required for the purposes of the Federation; (j) To raise money for any of the purposes of the Federation by mortgaging or charging all such property an may legally be mortgaged or charged with capital sum or with terminable annuities for lives or years. (k) To burrow and raise money in such a manner as the Federation may think fit. (l) To invest the monies of the Federation not immediately required for its purpose in or upon investments. (m) To print and publish any newspaper, periodicals, books or leaflets that the Federation may think desirable for the promotion of its objects; (n) To invest the monies of the Federation not immediately required for its purposes part of the property of the Federation; (o) To invest the monies of the Federation not immediately required for its purposes in or upon such investments, securities or property as may thought fit, subject nevertheless to such conditions (if any) and such consent (if any) and may from time being be imposed or required by law and subject also as hereinafter provided; (p) To undertake and execute any trusts or agency business which may seem directly conductive to any of the objects of the Federation; (q) To establish and support and to aid the establishment and support of, any other companies which hold a non-profit status under the laws for the time being of the Commonwealth of the Bahamas; (r) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies institutions, societies or Federations with which this Federation with which this Federation is authorized to amalgamate; (s) To only amalgamate with any companies, institution societies or federations holding a nonprofit status under the laws of the Commonwealth of the Bahamas having objects altogether or in part similar to those of this Federation; (t) To transfer all or any part of property, assets, liabilities and engagements of this Federation to any one or more of the companies institution, societies or Federations with which this Federation is authorized to amalgamate; and (u) To do all such other lawful things as are incidental or conductive to all the attainment of the above objects or any of them.

Provided that; (i) In case the Federation shall take or hold any property which may subject to any trust, the Federation shall only deal with or invest the same in such manner as allowed by law, having regard to such trust; (ii) The Federation shall not support with its funds any object, or endeavor to impose on or procure to be observed by its members or others, any regulation, restriction or condition which if

an object of the Federation would make it a trade union; 4. The Federation has no authorized share capital and is to be carried on without pecuniary gain to its members and all profits or other accretions tot eh Federation are to be used in furthering its undertaking.

5. The Memorandum of Association and the Articles of Association shall not be amended until the proposed amendment is submitted to and approved by the Executive Board of the Federation and the Minister responsible for companies for the Commonweal the of the Bahamas.

6. The income and property of the Federation whatsoever derived shall be applied solely towards the promotion of the objects of the Federation as set forth in this Memorandum of Association, and no portion therefore shall be paid or transferred directly or indirectly, by law of dividend, bonus, or otherwise however by way of profit or accretion tot eh members of the Federation.

7. Each first Executive Officer shall become a member of the Federation upon its incorporation.

Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Federation, or to any member of the Federation, in return for services actually rendered to the Federation, nor prevent the payment of interest at a rate not exceeding five percent per annum on money lent, or reasonable and proper rent for premises demised or let by any member to the Federation, but so that no member of the Executive Board of the Federation paid fees, and that remuneration or other benefit in money or money’s worth shall be given by the Federation to any member of such Executive Board except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent, or reasonable and proper rent for premises demised or let to the Federation; provided that the provision last aforesaid shall not apply to any Company of which a member of the Executive Board may be a member and in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

8. The liability of the members is limited.

9. Each member of the Federation undertakes to contribute to the assets of the Federation in the event of it being wound up while he is a member, or within one year after he ceases to be a member for payment of the debts and liabilities of the Federation contracted before he ceases to be a member, and he costs, charge, and expenses of winding up, and for the adjustment of the rights of the contributions among themselves such amount as may be required not exceeding ten Bahamian dollars (B $10.00).

10. If upon the winding up r dissolution of the Federation there remains, after the satisfaction of all it debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Federation shall be given or transferred to some other institution or institutions, having object similar to the objects of the Federation, and which shall prohibit the distribution of its or their income and property among its or by virtue of clause 5 hereof, such institution or institutions to be determined by the members of the Federation at or before the time of dissolution, and if and so far as effect cannot given to such provision then to some charitable object.

The persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association.

NAMES ADDRESSES DESCRIPTION OF SUBSCRIBERS ___________________________ ______________________________ ___________________________ ______________________________ ___________________________ ______________________________ ___________________________ ______________________________ ___________________________ ______________________________ ___________________________ ______________________________ ___________________________ ______________________________

WITNESS to the above signatures: ______________________________

DATE the 10th day of November, A.D., 2001