B. The number of Directors shall be two (2). These directors shall be elected, at the designated meeting held every two years, by a majority vote of the Class A membership, from among the nominees for terms of two (2) years. All directors must be Class A members in good standing.

1. At-Large Directors - There shall be two (2) At-Large Directors, who shall be elected for terms of two (2) years.
2. Regional Director  shall be one ( 1 ) Regional Director who shall be elected for a term of (2) years.  The Director shall have the responsibility of maintaining the point list of competitors and  notifying the league of the competition schedule .

A. Regional  Director Area of responsibility will be all of the state of Florida   

B. Rules Director shall be responsible for the  holding of judging clinics ,   to over see committee on rule changes , arbitrate at all F.L.M.A. sanctioned tournaments and other responsibility deemed necessary by the Board of F.L.M.A..

C. A vacancy on the Board of Directors shall arise on the death, resignation, inability, or refusal of a Director to serve. Upon the unexcused absence of a Director from three (3) meetings, such absence may be declared by the Board to cause a vacancy. Any vacancy among the Board of Directors shall be filled for the unexpired term thereof by the majority vote of the remaining Directors.

D. A quorum of the Board of Directors shall be two-thirds of the number of Directors then in office, to include officers.

E. Board of Directors meetings will be held at least twice a year and otherwise as necessary.

SECTION 4 - OFFICERS

A. The Class A membership shall elect from the Class A members of the Corporation a President, Vice President, Secretary and a Treasurer. To qualify for election or appointment (in the event of a vacancy as provided in paragraph C of this section) to any of these offices a candidate must have been a member in good standing, for a continuous period of not less than twelve months immediately preceding the election or appointment, and must be willing to perform the designated tasks and duties of such office.

B. The Officers shall have such powers and authority and shall perform such duties as are prescribed by this Constitution and otherwise as are usual to such offices.

C. Except as provided in paragraph F of this section, a vacancy in any Office because of death, resignation, removal, disqualification or otherwise, shall be filled by the remaining Officers, subject to the approval of the Board of Directors, for the unexpired portion of the term.

D. The President shall be the principal executive officer of the Corporation, and shall, in general, supervise and control all the business and affairs of the Corporation. He or she (or a designated representative) shall preside at all meetings of the Board of Directors and Class A membership meetings. The President may sign, with the Treasurer, or other proper Officers of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors or the Class A membership has authorized, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or this Constitution or by law to some other Officer or agent of the Corporation.

F. The Vice President shall, in the absence of the President, or his or her inability or refusal to act, perform the duties of the President, and when so acting, shall have the powers of, and be subject to all restrictions upon, the President. The Vice President shall perform such other duties as may be assigned to him or her by the President or the Board of Directors. The Vice President shall, upon the death, resignation, or removal of the President, assume the position of the President for the remainder of his or her term.

F. The Secretary shall keep the minutes of the meetings of the Board of Directors and the General Class A membership meetings in one or more books provided for that purpose; to insure that all notices are given in accordance with this Constitution; be custodian of the corporate records and of the Seal of the Corporation and insure the seal of the Corporation is affixed to all documents, the execution of which has been authorized by the Board of Directors or Class A members or otherwise in accordance with this Constitution; and, in general perform all the duties Incident to the office of Secretary and such other duties as may be assigned to him or her by the President or the Board of Directors.

G. The Treasurer shall give a bond for the faithful discharge of his or her duties in the sum of such and with such surety or sureties, as the Board of Directors shall determine. He or she shall have charge and custody and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, depositories, or trust companies as shall be directed by the Board of Directors; and, in general perform all duties incident to the office of Treasurer, and such other duties as may be assigned to him or her by the Board of Directors.

SECTION 5 - MEETINGS

A. The corporation shall hold a Class A Membership meeting in December of 1999 and every two years thereafter, at such times, dates and places as may be designated by the Board of Directors. The Class A Membership Convention shall be the highest authority of the Corporation. Except as otherwise provided in Section VII, the President or his designated Chairperson shall reside over the meeting.
B. The Convention shall be open to attendance by the membership as defined in this constitution.
1. Each Class A member will be entitled to one (1) vote on each issue brought to the floor of this meeting.
2. Proxy voting shall not be allowed.
C. The purpose of this meeting shall be to elect officers and board members, vote on proposed amendments to the Constitution and vote on Resolutions. (Resolutions are ideas and subjects from committees concerning the direction and purposes of the Corporation).
D. A secret ballot shall not be permitted upon any vote, except the vote on Officers and Directors of the Corporation.

SECTION 6 - COMMITTEES
A. There shall be established by the President of the Corporation, subject to approval by the Board of Directors, six (6) standing committees: Nominating/Elections, Membership/Points, Rules, Constitution, Referee, and Banquet. The committee members shall serve as individuals and shall not be subject to instructions by any person or designated body. Committee members must be a Class A or Class C member of the Corporation.
1. Nominating/Elections Committee shall generally supervise the nominating and election process, to include receiving nominations, distributing the names and qualifications of candidates to the membership and chairing the elections process. The Nominating Committee shall set a date, not less than thirty (30) days, prior to the election date, by which all candidates must file with the Committee an announcement of their candidacy. Any other candidates wishing to run for office may be elected by a write in on the election ballots.,
2. Membership/Points Committee shall maintain an up-to-date roster of all members, both Class A and Class C. The Committee shall also maintain an up-to-date accounting of all points accumulated by members, earned in competition.
3. The Rules Committee shall be responsible for maintaining and updating the competition rules of the Corporation, shall be the appointed arbitrator at all competitions and for reviewing rules changes prior to presenting them to the membership for a vote. Any proposed rules changes shall be made available to membership no less than thirty (30) days prior to the vote on rule changes. The Referee Committee shall be responsible for administering testing for official certifications, certifying officials as A, B, C or D class officials and insuring officials are updated on all rules and rule changes and capable of performing their duties. In the case of the Rules Committee Chair being absent or unable to act as the arbitrator at any competition, the Referee Committee Chair shall act as the arbitrator.
4. The Constitution Committee shall be responsible for maintaining the Constitution of the Corporation, reviewing amendments prior to presenting them to the membership, and keeping the Constitution updated. Proposed amendments to the Constitution of the Corporation shall be made available to the members not less than sixty (60) days prior to the vote on such amendments.
5. The Planning Committee shall be responsible for planning the annual awards banquet and any other special events the Corporation may sponsor, including location, dates and other such information. Such recommendations for events shall be made not less than four (4) months prior to the date of such event.

ARTICLE II – GENERAL PROVISIONS
SECTION 1 – DISCIPLINARY PROCEDURE
A. There is hereby adopted, as Appendix I of this Constitution, a Code of Disciplinary Procedure to be followed in the event charges are filed against any member. Said Code shall provide for adequate protection of the rights of the accused party to a fair hearing, representation by council of his or her choosing, to appeal any adverse determination before appropriate committees of the Corporation, or otherwise to present evidence on his or her behalf and to confront his or her accusers. The Class A members may amend the Code of Disciplinary Procedure during he election meeting held every two years.
B. All charges against a member must be in writing, duly executed under oath as provided in Appendix II and specify the provisions of the Constitution, the rule or directive of the Corporation alleged to have been violated, or the conduct giving rise to such charges. No member shall suffer any sanction other than suspension as provided in Paragraph E of this Section, until the disposition of charges pursuant to the Code of Disciplinary Procedure.
C. The membership of any member may be revoked, or other sanctions may be placed against any such member, upon sustained charges of misconduct, gross neglect or dishonesty under the Code of Disciplinary Procedure. The resignation or failure to renew a membership shall not be sufficient grounds to prevent the filing or adjudication of charges, or the imposition of sanctions under the Code of Disciplinary Procedure.
D. No sanction imposed upon a member as a result of charges having been brought and sustained shall be so harsh as to constitute cruel or unusual punishment, or disproportionate to the nature of the offense.
E-1. The Board of Directors of the Corporation may, for good cause shown, on charges of misconduct, gross neglect or dishonesty, suspend the membership of any member of the Corporation.
2. The President of the Corporation may for good cause shown, on charges of misconduct, gross neglect or dishonesty, suspend the membership of any member of the Corporation, other than an Officer or Board member of the Corporation.
3. All such suspensions shall officially be effective upon the filing of charges in accordance with the Code of Disciplinary Procedure annexed hereto.
SECTION 2 - RESTRICTED ACTIVITIES
No member of the Corporation may receive any compensation, by gift or otherwise, from the Corporation, or a promoter, or owns any interest in any organization which receives such compensation, without written notification to the Treasurer, and approval of the Board of Directors. For purposes of this subsection, reimbursement of reasonable expenses incurred shall not be deemed to be compensation. No member shall be an Officer or Director of the Corporation while holding any office in any organization whose purposes or activities are, or have been declared by the Board of Directors to be, in conflict with the property of the Corporation.
SECTION 3 - RULES OF ORDER
The rules of order at any meeting of the Corporation or Committee shall be Robert's Rules of Order, Newly Revised.
SECTION 4 - AMENDMENTS
The Constitution, or provisions hereto may be altered, amended, or repealed, or new provisions added hereto, by the affirmative vote of two- thirds of the members present and voting at the Convention (every two (2) years), provided however, that any such proposed amendment be filed with the Constitution Committee at least sixty (60) days prior to the commencement of the Convention. The Committee shall review proposed amendments received, and shall, not less than thirty (30) days prior to the commencement of the Convention, forward to all Class A Members, copies of all proposed amendments submitted to the Committee pursuant to this section along with the Committee's recommended action with regard to each proposed amendment.


APPENDIX I TO THE CONSTITUTION OF
THE FLORIDA LEAGUE OF MARTIAL ARTS, INC.
CODE OF DISCIPLINARY PROCEDURE
PREAMBLE
This Code is intended as a formal mechanism for the resolution of serious disputes and to address significant acts of misconduct, neglect or dishonesty. the filing of charges as a result of these disputes should occur only after all attempts to resolve the situation informally have failed. It is hoped that, with the assistance of all parties involved in such disputes the filing of charges under this Code shall be limited to the most serious situations.
ARTICLE I - ESTABLISHMENT OF REVIEW PANELS
In the event a Disciplinary Review Panel is required it shall consist of three (3) Class A Members in good standing, appointed by the President of the Corporation and approved by the Board of Directors. In the event a disciplinary charge has been filed against the President the Vice-president shall appoint the Panel, subject to approval by the Board of Directors. This Panel shall hear charges brought against an Individual member. One member of this Panel will be appointed to Chair the review.
ARTICLE II - JURISDICTION OF REVIEW PANEL
1. Prior to original charges being heard by any Panel, such charges will be reviewed by the Panel to insure that charges are:
A. In compliance with this Disciplinary code.
B. Are supported by competent evidence and documentation.
2. If the Disciplinary Review Panel determines that these factors have not been met, It shall reject the charges, and shall immediately notify the complainant in writing outlining the reasons for such findings. Charges once rejected shall not be resubmitted.
3. In the event the Disciplinary Review Panel determines that the charges have met these requirements, the Panel shall refer the charges as required under Article III. Under no circumstances shall the complainant be afforded the opportunity to be heard before the Review Panel, prior to an actual hearing. Charges must stand on their own evidence, or lack thereof.
4. The Disciplinary Review Panel shall have thirty (30) days, from receipt of statement of charges and support documents to render a decision as addressed in items 1, 2 and 3 above.


ARTICLE III - CHARGES
1. All charges brought against the accused by any member must be brought in the following manner:
A. A majority vote of the individual Class A Members present and voting at a regular or special meeting of the Corporation must approve the charges.
B. A majority vote of the Board of Directors present and voting must approve the charges.
C. If the charges are a direct violation of rules or the constitution they may stand without Board of Directors or Membership vote and be forwarded directly to the appointed Disciplinary Review Panel.
2. All charges against the accused are to be set forth in a formal Statement of Charges executed by the complainant in the form prescribed in Attachment #1 (Statement of Charges) herein, executed by the complainant under oath before a Notary Public, or similar officer, and signed by or for the member, or entity authorizing the charges, and specifying in detail the facts upon which the charges are based. Such Statement of Charges should be accompanied by copies of document or records, certified by the appropriate record keeper, as a copy of official records, other written documentation that is verified as true and accurate, and by affidavits of witnesses, if any, executed under oath, attesting to the facts related therein.
3. There shall be three (3) classifications of offenses upon which charges may be riled, which are defined as follows:
A. "Misconduct": shall mean:
1. An act, or failure to act, by the accused in the course of conducting business or participating in any activity or function of the Corporation, or in violation of any provision of the Corporation's Constitution or the will of the Members (Rules of Competition, policies set forth by the Membership or any other bylaws of the Corporation), which is of such seriousness and consequence as to intentionally or recklessly damage or jeopardize the reputation, good will, security, community standing, facilities and equipment, or the purpose and mission of the Corporation or members, or;
ii. Intentional or reckless conduct by the accused which results in harassment, annoyance or alarm to any member or the Corporation, or the intentional and undue interference with any conduct of business or activity within the Corporation; or Violations of federal, state or local law by any member or group of members resulting in damage to the Corporation, or directed against the Corporation or any of its members. Such violations shall be those occurring while the member(s) is acting in his or her capacity as a member of the Corporation, or the violation brings discredit to the Corporation, or seriously threatens the conduct of business of any member or the Corporation.
B. "Gross neglect" shall mean:
I. An intentional failure to perform any duty that is prescribed by this Constitution, or required of the accused because of his or her standing in the Corporation, In reckless disregard of the consequences of potential or actual damage to the Corporation, or any of its members, or;
II. Conscious indifference to the rights and privileges of others during the course of conduct of the business and activities of the Corporation, or;
III. Utter forgetfulness of the legal obligations and duties required of the accused, or failure to exercise even the least degree of car reasonably expected of an ordinary person under the same circumstances.
C. "Dishonesty" shall mean:
1. Any intentional act of fraud, deceit, untruthfulness, trickery, forgery, embezzlement, theft or any other act of moral turpitude, which could result, or has resulted in or loss to the reputation, good will, security, community standing, facilities and equipment, or the purpose and mission of the Corporation, or any of its subdivisions or members.
The complete written Statement of Charges shall be sent to the Disciplinary Review Panel. In the event the Disciplinary Review Panel finds that the charges meet the requirements of Paragraph 2 of Article III, the Chairperson of the Disciplinary Review Panel shall immediately send a copy of the charges as submitted to the accused by certified mall to the last known address of the accused.
4. Within five (5) working days of the receipt of a copy of the Statement of Charges, as set forth above, the accused may file with the secretary of the Corporation, by certified mail, a signed and notarized written statement admitting or denying the same.
5. If the accused admits the charges, the three members of the Disciplinary Review Panel selected, as set forth herein, shall determine the sanction to be imposed. The Disciplinary Review Panel shall forward a copy of its findings, and the sanction to the accused, the complainant and to the Secretary of the Corporation.
6. If the accused flies a proper and timely statement denying the charges, the Disciplinary Review Panel shall conduct a hearing, as set forth in Article VI. The Disciplinary Review Panel, In such cases, shall enter written finding within thirty (30) days following receipt of the statement from the accused. The Disciplinary Review Panel shall forward a copy of its findings, and the sanction(s) to the accused, the complainant and to the Secretary of the Corporation.
7. If the accused fails to properly and timely file a statement with the Disciplinary Review Panel, admitting or denying the charges, the accused shall be deemed to have NOT denied the charges, and waived their right to a hearing as hereinafter set forth, and the Disciplinary Review Panel shall examine the charges and determine the sanction(s) to be Imposed based upon the documents or other evidence submitted. The Disciplinary Review Panel, in such cases, shall enter written findings within thirty (30) days following the expiration of the time the accused has to answer, and shall forward a copy of its findings, and the sanction(s) to the accused, the complainant and to the Secretary of the Corporation.

ARTICLE IV - CONDUCT OF HEARINGS
1. Hearing pursuant to this code shall be conducted In an informal fashion, and the strict rules of evidence shall not apply. Hearings shall be tape-recorded and the tapes of same shall be forwarded to the Secretary of the Corporation, with the written determination of the Disciplinary Review Panel, as hereinafter set forth.
2. At least twenty (20) days prior to the date of the hearing, the complainant and the accused shall file with the Disciplinary Review Panel and with each other, the following:
A~ the name and address of the representative, If any, chosen by the respective party to present his or her witnesses and evidence.
B. A written list of the witnesses that each party intends to present In support of their respective positions. The Disciplinary Review Panel may refuse to hear any other witness unless he proponent shall be able to show good cause for the failure to include such person on the filed witness list.
C. Copies of any documents, photographs or other tangible evidence, which Is capable of being copied, that each party Intends to present In support of their respective positions. The Disciplinary Review Panel may refuse to accept any other such evidence at the hearing, unless the proponent of such evidence is able to show good cause for failure to file such evidence in accordance with this section.
3. The order of the hearing shall be as follows:
A. Opening statement of the complainant, unless waived;
B. Opening statement of the accused, unless waived;
C. Presentation of witnesses and evidence by the complainant, subject to cross-examination of the witnesses by the accused or his/her representative;
D. Presentation of witnesses and evidence by the accused, subject to cross-examination by the complainant or his/her representative.
4, The decision of two-third (2/3) of the Disciplinary Review Panel hearing the charge shall be required to render a decision that the charges are sustained.
ARTICLE V - SANCTIONS AND COSTS
1. Upon the findings of the Disciplinary Review Panel that the charges against the accused have been sustained, the Panel shall determine the appropriate sanction to be imposed against the accused, after due consideration of the facts in the matter. Sanctions shall be limited to one or more of the following:
A. If the accused be a member, including a member serving in any elected or appointed office or position at any level within the Corporation:
i. Suspension of the membership of the member in the Corporation, for a specified period of time, not to exceed one (1) year from date of suspension.
ii. Revocation of the membership of the member in the Corporation. The Board of Directors shall not readmit a member whose membership has been revoked to the Corporation without a vote.
iii. Removal of the member from any elected or appointed position within the Corporation.
iv. Suspension of the member from any elected or appointed position within the Corporation, for a specified period of time, not to exceed one (1) year from the date of suspension.
v. Restitution of any monetary loss to the Corporation or member due to the conduct of the accused that formed the basis of charges against him or her.
B. Costs: In any proceeding brought under this Code, the Disciplinary Review Panel shall be empowered to direct that the losing party, shall pay all or a portion of the costs incurred by the successful party in prosecuting or defending any complaint brought under this Code.
ARTICLE VI - FILING OF APPEALS
1. The accused shall be entitled to one (1) appeal, which shall be for either an appeal of the decision of a Disciplinary Review Panel, or the decision of, and sanctions imposed by, a Disciplinary Review Panel. Costs shall not be subject to appeal.
2. A notice of appeal in the form prescribed in Attachment #2 (Notice of Appeal) herein shall be filed with the Secretary of the Corporation or designee and with the President of the Corporation, by certified mail. The Notice of Appeal shall be flied within ten( 10) working days of receipt of the Disciplinary Review Panel's decision. the Notice of Appeal must specify whether it Is an appeal of findings or sanctions, or both, and must further set forth, in detail, the grounds upon which the appeal Is based.
ARTICLE VII - DETERMINATION OF APPEALS
1. Notwithstanding any other provision of this Code of Disciplinary Procedure, the Board of Directors of the Corporation will act in the capacity of the "Appellate Body", review the findings of any Disciplinary Review Panel, or the sanctions imposed, or both. After reviewing these finds the
Board of Directors may determine whether or not a hearing is necessary. The Appellate Body shall be entitled to question the appellant or such other individuals, as it deems appropriate to its deliberations.
2. After examination and review, the Appellate Body, upon majority vote, shall issue a written decision which:
A. Affirms, in writing, the findings of the Disciplinary Review Panel and/or the sanctions imposed, as the case may be. Any determination or sanction, so affirmed by the Appellate Body, shall take effect immediately;
B. Modifies the determination of the Disciplinary Review Panel and/or the sanctions imposed, as the case may be. Any sanction so modified by the Appellate Body shall take effect immediately.
3. Within thirty (30) days following receipt of the Notice of Appeal, the Appellate Body shall send written notification of its determination to the Secretary of the Corporation and the appellant. If an Appellate Body modifies or vacates the determination of the Disciplinary Review Panel, or the sanctions imposed, the reasons therefore shall be set forth in its determination.
4. The determination of the Appellate Body shall be final.
ARTICLE VIII - CONFLICT OF INTEREST
In the event that any person or group of persons are responsible, pursuant to the provision of this Code, for taking any action, exercising any Judgment or making any decisions, and said action would present a conflict of interest to said person or group of person, said individual(s) will be disqualified from so acting, and the responsibility for such action, or authority, shall be assumed by that person immediately next in line of authority, who shall act in the stead of person(s) affected by the conflict of interest.
No individual shall concurrently serve on a Disciplinary Review Panel or take action on a matter with which he or she was previously involved as a member of a Disciplinary Review Panel.