BYLAWS OF THE HAWAII STATE WRESTLING ASSOCIATION OF USA WRESTLING (A Hawaii State Nonprofit Corporation) ARTICLE I (Corporate Name

and Offices) 1.1 Corporate Name

(A) Official Name. The name of the Corporation is: The Hawaii State Wrestling Association of USA Wrestling.

1.2 Registered Address

(C) Limitations on Use of Corporation Name(s). Members of the Corporation shall refrain from use of the name, tradename(s), dba name(s), and/or acronyms of the name, tradename(s) and dba names of the Corporation without the express written consent of the Corporation. Right to, title in, beneficial interest in and ownership of the the name, tradename(s), dba name(s), and/or acronyms of the name, tradename(s) and dba names of the Corporation shall inure to the Corporation only, and not to any Member of the Corporation. (A) Initial Registered Address. The street address for the initial registered office of the Corporation is 86-346 Kawili Street, Waianae, Hawaii 96792.

(B) Tradenames, Etc. The Corporation is authorized to adopt, utilize, reserve, identify itself publicly by, and/or register tradenames, dba names, and acronyms of the name of the Corporation or any tradenames or dba names for the purposes of convenience, marketing, or any other purpose permitted under law and/or in these Bylaws.

(B) Change of Registered Address. The street address of the registered office of the Corporation may be changed by action of the Board of Directors of the Corporation without amendment of these Bylaws.

ARTICLE II (Purposes) 2.1 General. This Corporation is a nonprofit membership corporation, organized and operated exclusively to foster national or international amateur sports competition in such sports as Olympic and Folkstyle wrestling and other related sports, in a manner defined by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code), by engaging in activities, including, but not limited to: (A) Providing assistance in the development and maintenance of local community organizations and programs related to amateur wrestling where such activities do not already exist; (B) Holding tournaments and activities that promote amateur and other sports competition in the State of Hawaii;

(C) Promoting cultural exchanges and other activities that promote member participation in national and international amateur wrestling and related sport competition;

2.2 Hawaii State Affiliate of the United States of America Wrestling Association, Inc.

(D) Engaging in such other and further activities that may assist in, promote, and otherwise contribute to the development of, training of, and opportunity for members to participate in and enjoy the sport of amateur wrestling.

A primary purpose of this Corporation is to serve and or act as the Hawaii State State Association and Hawaii State Affiliate Organization of the United States of America Wrestling Association, Inc., under By-Law Article IX of the By-Laws of the United States of America Wrestling Association, Inc. 2.3 Additional Activities. Additional services and activities in pursuit of the Corporations purposes as set forth above, and which are allowed under Hawaii and Federal law, may be further determined by the Board of Directors of the Corporation, and may be initiated as determined by the Board of Directors of the Corporation.

ARTICLE III (Corporate Powers) 3.1 General Powers. The Corporation, by and through its Board of Directors, and Officers as authorized by the Board of Directors and these Bylaws, shall be empowered do all things necessary or convenient to carry out its affairs including, without limitation, the power: (A) To sue and be sued, complain, and defend in its Corporate name; (B) To have a Corporate Seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it; (D) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;

(C) To make and amend Bylaws, not inconsistent with the Articles of Incorporation or with the laws of the State of Hawaii, for regulating and managing the affairs of the Corporation;

(E) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(F) To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of any entity;

(G) To make contracts and guaranties, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; (H) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by Hawaii law; (I) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; 3

(J) To conduct its activities, locate offices, and exercise the powers granted by Hawaii law within or without this State;

(K) To elect or appoint directors, officers, employees, and agents of the Corporation, define their duties, and fix their compensation;

(M) To make donations not inconsistent with law for the public welfare or for charitable, religious, scientific, or educational purposes, and for other purposes that further the Corporate interest; (N) To impose dues, assessments, admission, and transfer fees upon the Members of the Corporation; (O) To establish conditions for admission of Members, admit Members, and issue Memberships; (P) To carry on a business; 3.2 Emergency Powers.

The Board of Directors shall have emergency powers to act under certain circumstances related to either anticipation of or during an emergency. For the purposes of this section, an emergency exists if a quorum of the Corporations directors cannot readily be assembled because of some catastrophic event. (A) In anticipation of or during an emergency defined in subsection (d), the Board of Directors of the Corporation may: (1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) Relocate the principal office and/or registered office, designate alternative principal and/or registered offices or regional offices, or authorize the officers to do so.

(Q) To do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the Corporation.

(B) During an emergency defined above in section 3.2:

(2) One or more officers of the Corporation present at a meeting of the Board of Directors may be deemed to be Directors for the meeting, in order of rank 4

(1) Notice of a meeting of the Board of Directors need be given only to those directors it is practicable to reach and may be given in any practicable manner, including by publication and radio; and

and within the same rank in order of seniority, as necessary to achieve a quorum. ARTICLE IV (Members) 4.1 Membership Categories. The Members of the Corporation shall fall into Five Classes as follows:

(A) Individual Members. Registered Individual Members of the United States of America Wrestling Association, Inc. who maintain active and current registration and are current in their payment of dues to the United States of America Wrestling Association, Inc. An Individual Member, in his/her capacity as either an individual member or the parent, guardian or representative of an Individual Member, shall have no right to vote on matters pertaining to the Corporation. (B) Club Members. Registered Clubs of the United States of America Wrestling Association, Inc. Club Members shall have voting rights as set forth in Section 4.8 of these Bylaws. (C) Referee Members. Individuals registered as Referee Members of United States of America Wrestling Association, Inc. who maintain active and current registration and are current in their payment of dues to the United States of America Wrestling Association, Inc. Referee Members shall have voting rights as set forth in Section 4.8 of these Bylaws. (D) Affiliate Members. Affiliate Members of the Corporation not qualified as Members under 4.1(A) above or 4.2(B) below, if any, as may be determined by the Corporation Board of Directors. Affiliate Members shall be members in good standing of United States of America Wrestling Association, Inc. Affiliate Members shall have no voting rights on matters pertaining to the Corporation. (E) Honorary Members. Honorary Members of the Corporation not qualified as Members under 4.1(A) or 4.2(B) above, if any, as may be determined by the Corporation Board of Directors. Honorary Members shall have no voting rights on matters pertaining to the Corporation. The Corporation is authorized to pay for and assist in the registration and renewal of an Honorary Members membership in United States of America Wrestling Association, Inc.

4.2 Hawaii Residency.

(A) Individual Members. An Individual Member shall be a resident of the State of Hawaii. See (D) below for definition of Resident.

(D) Resident of the State of Hawaii Defined. For the purposes of this Section 4.2, a resident of the State of Hawaii shall be defined as:

(B) Club Members. A Club Member shall have its primary place of business and operation in the State of Hawaii, shall have an Individual Member of the Corporation who is qualified, registered and approved as a Coach by the United States of America Wrestling Association, Inc. For the purposes of exercising voting rights as set forth below, no Individual Member Coach may act as a Coach for more than one Club Member. (C) Referee Members. All Referee Members shall be residents of the State of Hawaii.

(1) An individual defined as a Hawaii Resident for net income tax purposes as defined in Hawaii Revised Statutes Chapter 235 and Hawaii Administrative Rules Title 18, Chapter 235 (HAR 18- 235-1 et seq.);

(2) An individual who is not a Hawaii Resident for tax purposes but maintains their primary place of residence in the State of Hawaii, and whose physical presence in the State of Hawaii is not temporary or transitory in character; (3) An individual who is not a Hawaii Resident for net income tax purposes, but who maintains a residence in the State of Hawaii pursuant to valid military or naval orders; (4) An individual who is not a Hawaii Resident for net income tax purposes, but who continuously maintains a residence in the State of Hawaii for job related reasons for a period of 3 calendar months immediately prior to the exercise of any right or obligation under these Bylaws or as a member of the Corporation;

(E) The Corporation shall liberally grant Affiliate Membership to a qualified individual who is not a resident of the State of Hawaii under these Bylaws for purpose of participation in competition events sanctioned by the Corporation, for the purpose of participating in non-competition events held or sponsored by the Corporation, and/or for the purpose of facilitating participation of qualified individual in wrestling related practices and training. 6

(5) Dependents below the age of majority of individuals qualifying as a resident of the State of Hawaii under Sections 4.2(D)(1) 4.2(D)(2), 4.2(D)(3) and 4.2(D)(4).

4.3 Parental/Guardian Exercise of Minor Members Rights.

Parents with legally recognized custodial rights and court appointed Guardians of an Individual Member below the age of majority may advocate and/or exercise, as permitted by Hawaii law, any and all rights of an Individual Member under the age of majority. 4.4 Consent of Member Required. No person shall be admitted as a Member without the persons consent. No individual below the age of majority shall be admitted as a Member without the consent of at least one of the underaged individuals parents with legal custodial rights, or the underaged individuals legal guardian. 4.5 Non-Discrimination. No individual shall be denied Membership in the Corporation, nor shall any parent, guardian or representative of any Member under the age of majority be refused any recognition or right to act on behalf of a Member below the age of majority, because of race, color, religion, sex, age, or national origin. 4.6 Multiplication of Club Registrations To Obtain Voting Rights Prohibited. (A) Intent. It is the intent of this Section to ensure that Member Clubs be formed and registered, and voting rights conferred under these Bylaws, for the exclusive purposes of efficiently and economically providing Freestyle, Folkstyle and Greco-Roman wrestling training and competition opportunities consistent with the purposes of the Corporation, and the Corporations role as a State Association and/or Affiliate Organization of the United States of America Wrestling Association, Inc. The Corporation is further interested in maintaining a manageable membership that is comprised of legitimate and operational Clubs, all reflecting the integrity and high standards of the Corporation and the United States of America Wrestling Association, Inc. (B) Multiplication of Club Registration To Obtain Voting Rights Prohibited. No Club Member shall be deemed eligible to vote under these Bylaws if it is determined by the Board of Directors, a designated Committee of the Board of Directors, and/or through proceedings permitted under Section 4.9 of these Bylaws that a Club and/or an affiliated Club and/or an affiliated Individual Member has multiplied or registered a Club with United States of America Wrestling Association, Inc. for purposes including obtaining multiple voting rights under these Bylaws for the benefit of a given individual or agenda. Club Members and/or Individual Members determined to be in violation of this Section shall be subject to termination or revocation of their Membership(s), expulsion as Members, and/or suspension of their Membership under Section 4.9 of these Bylaws. 7

(C) Indicia of Violations. Indicia of improper multiplication of Club Member registrations to obtain voting rights in violation of Section 4.6(B) shall include but not be limited to: (1) A Club Member lacking a practice facility; (2) Multiple registered Club Members operating out of a single facility; (3) Close proximity of a Club Members registration to a given election; (5) Shared identity and/or assets of Club Members; (4) Individual Coach participation with multiple Club Members at the same facility;

(6) Significant multiple membership of Individual Members in Club Members;

(7) Testimony in verbal or written form demonstrating that a Club Member was registered for purposes including obtaining multiple voting rights under these Bylaws for the benefit of a given individual or agenda. 4.7 Votes of Club Members While In Violation of Section 4.6(B). Any vote cast by a Club ineligible to vote under these Bylaws due to violation of Section 4.6 above shall be deemed invalid. In the event: (1) an election under these Bylaws occurs; (2) includes a vote or votes cast by one or more ineligible Club; and (3) the vote of one or more ineligible Clubs could have affected the outcome of the election, the election shall be voided, and another election shall be held within a reasonable time. Upon determination of the ineligibility of a voter under Section 4.6, the election shall be declared invalid, the results of the election involving one or more ineligible Club shall be voided, and pending another election, any individual relieved of duties by the voided election shall be reinstated, any individual conferred title or duties shall be relieved of the same, and any Corporate actions established by the voided election shall be null and void. 4.8 Voting Rights. (A) Election of Director to the Board of Directors of the Corporation.

With the exception of the initial Directors elected to the Board of Directors upon organization of this Corporation under Hawaii law, and subject to the terms of the 8

initial Directors as set forth in these Bylaws, individuals nominated as candidates to serve on the Board of Directors to fill present or anticipated vacancies on the Board of Directors of the Corporation shall be elected at annual meetings of the Membership of the Corporation, as provided for herein, by Members eligible to vote for members of the Board of Directors of the Corporation. The right of Members of the Corporation to vote for members of the Board of Directors shall be allocated as follows: (1) One (1) vote per Member Club having five (5) or more Individual Members of the Corporation, as well as, and in addition to one Coach member who shall not be counted among the required five (5) Individual Members. All members of Club Members counted for the purposes of this Section shall be duly registered as either an Individual Member or Coach respectively with the United States of America Wrestling Association, Inc.; (2) One (1) vote per member of the Board of Directors of the Corporation; (3) One (1) vote representing all Individual Members registered as a Referee by the United States of America Wrestling Association, Inc. The vote on behalf of said Referees shall be cast by an organization or committee duly recognized as eligible to vote under this subsection 4.6(A)(3) by the Board of Directors of the Corporation. (4) Individuals in their capacities as Individual Members of the Corporation, and the parents, guardians or representatives of Individual Members under the age of majority shall not have voting rights for election of Directors to the Board of Directors of the Corporation.

(B) Elections For Officers of the Board of Directors.

Individuals nominated to serve as Officers of the Board of Directors of the Corporation shall be elected from time to time by the Board of Directors. Individuals in their limited capacity as Individual Members, Affiliate Members and Honorary Members, and Club Members shall have no right to vote for Officers of the Corporation. 9

The Board of Directors of the Corporation is authorized, in its discretion, to organize and select Officers of the Board of Directors for administrative purposes. Determination of Officers of the Board of Directors of the Corporation shall be selected by nomination and vote of the Board of Directors. Individuals in their limited capacity as Individual Members, Affiliate Members and Honorary Members, and Club Members shall have no right to vote for Officers of the Board of Directors of the Corporation. (C) Election of Officers of the Corporation.

4.9 Consideration.

The Corporation is empowered to admit Members for no consideration, or for such consideration as may be determined by the Board of Directors of the Corporation. Absent specific resolution by the Board of Directors of the Corporation, or amendment of these Bylaws, Members shall be admitted for no additional consideration above and beyond the requirement of Membership in the United States of America Wrestling Association, Inc. and payment of membership dues and fees as required by United States of America Wrestling Association, Inc. 4.10 Differences in Rights and Obligations of Members.

It is the intent of the Corporation, for administrative purposes, to organize and operate primarily through registered Club Members acting as representatives of Individual Members, with the exception of allowing Referee Members to organize independently or under a duly appointed referees committee, and with the further exception of conferring voting rights upon qualified sitting members of the Board of Directors of the Corporation to maintain administrative continuity. 4.11 Termination, Revocation, Expulsion, and Suspension. (A) Authority to Terminate or Revoke Membership, Expel Member, and/or Suspend Member.

The Corporation, by action of the Board of Directors of the Corporation, may initiate proceedings to terminate or revoke the Membership of any Member, expel a member from Membership, and/or suspend a Member from Membership, for violation of policies and procedures relating to Membership in the United States of America Wrestling Association, Inc.; concerns relating to an individuals conduct regarding illicit drugs, violent conduct, sexual assault, sexual harassment and/or sex crimes of any nature; concerns relating to unsportsmanlike conduct at wrestling events, training sessions or practices; concerns impacting the best interests of children and/or Members of the Corporation whether or not related to wrestling; violations of Section 4.6 of these Bylaws; and/or, conduct deemed detrimental to the interests of the Corporation. 1. USA Wrestling Policy on Abuse and Harassment. USA Wrestling (USAW) is committed to providing a safe environment for its members, participants, coaches, officials and volunteers and to prevent abusive conduct and harassment in any form while participating in the activities of USAW. USAW promotes good sportsmanship throughout the organization and encourages qualities of mutual respect, courtesy and tolerance in all members, participants, coaches, officials, staff and volunteers. USAW advocates building strong self-images among the youth participants. Athletes with a strong self-image may be less likely targets for abuse or 10

harassment; similarly, they may be less likely to engage in abuse or to harass or bully others around them. To this end, USAW has established the following guidelines of behavior and procedures for our staff, volunteers, coaches, officials and participants. All members of the organization, as well as parents, spectators and other invitees are expected to observe and adhere to these guidelines. 1. Abuse or harassment of any kind will not be tolerated within the organization. This means USAW does not accept physical, sexual, emotional or verbal abuse, harassment or similar misconduct from any person towards athletes, staff, coaches, officials, volunteers, parents, spectators or any other persons while they are participating in or preparing for events or activities conducted under the auspices of USAW. 2. Physical and sexual abuse, including, but not limited to, striking, hitting, kicking, biting or wanton gesturing, lewd remarks, indecent exposure, unwanted physical contact, any form of sexual contact or inappropriate touching are strictly prohibited within the organization and as a part of its events and activities. Physical abuse does not include physical contact that is reasonably designed to coach, teach or demonstrate a wrestling skill. 3. Emotional abuse or verbal abuse is also prohibited. This may include, but is not limited to: yelling, insulting, threatening, mocking, demeaning behavior or making abusive statements in regard to a persons race, gender, religion, nationality/ethnicity, sex or age. Emotional abuse does not include controlled and disciplined verbal communication that is generally accepted in sports as a reasonable method of coaching or teaching the sport. 4. To further protect USAW youth participants, as well as our coaches, officials and volunteers, we strongly advise that no adult person allow him/herself to be alone with a child or with any group of children in a private setting during or while they are participating in sponsored activities of USAW. In particular, in such circumstances, we recommend that coaches or other adult members of the organization: -Do not drive alone with a child participant in the car -Do not take a child alone to the locker room, bathrooms, or any other private room -Provide one-on-one training or individual coaching with the assistance of another adult or athlete -Have private conversations with youth participants within view of others instead of a private office -Do not socialize individually with the participants outside of sponsored activities. 5. When staying overnight with youth participants, children should be paired up with other children of the same gender and similar age group, with chaperones in separate but nearby rooms. 11

Harassment and abuse are defined in various sources such as state law, case law, sports organization and professional association codes of conduct and training manuals, corporate and business workplace documents and human rights commission materials. USAW has not adopted any specific definition of harassment or abuse, choosing instead to defer to such general sources and definitions for reference and application, depending on the circumstances. As further elaboration of examples given above, the following generally describe conduct that may be considered harassment or abuse: Any improper or inappropriate comment, action or gesture directed toward a person or group that is related to race, ethnicity, national origin, religion, age, gender, sexual orientation, disability or other personal characteristic. Creating an environment through behavior or course of conduct that is insulting, intimidating, humiliating, demeaning or offensive. 12

6. USAW encourages parents to become as active as possible in sponsored activities, practices and other events. The more the parents are involved, the less likely it is for abusive situations to develop. 7. USAW will timely respond to any and all allegations of abuse or harassment in matters that are within the purview and jurisdiction of USAW. USAW expects that allegations of abuse or harassment that are properly within the purview and jurisdiction of officials or persons at other levels or of other organizations will be timely responded to and dealt as appropriate. When necessary and appropriate, this information should be communicated to the appropriate authorities for investigation and should be reviewed by appropriate officials, with timely notification to the alleged offender of such allegations. 8. Any person accused of sexual or physical abuse or harassment may be asked to resign voluntarily or may be suspended until the matter is investigated and resolved. Regardless of criminal or civil guilt in the alleged abuse, the continued presence of the person could be detrimental to the reputation of the organization and could be harmful to the participants. A person who is accused but later cleared of the charges, may apply to have a suspension lifted or, if applicable, to be reinstated within the organization. Reinstatement is not a right, and no assurance is made that the person will be reinstated to his/her former position. 9. Any person who violates this Policy, who fails to appropriately report matters covered by this Policy, who makes a false report with respect to matters covered by this Policy or who threatens retaliation or reprisal against an individual for reporting a matter under this Policy will be subject to discipline or other action as may be within the purview and jurisdiction of USAW, including but not limited to suspension or termination of membership in USAW or of any other position in which the person serves in USAW.

Harassment usually occurs when one person engages in abusive behavior or asserts unwarranted power or authority over another, whether intended or not, and may include, for example, name-calling, threats, belittling, unwelcome advances and requests for sexual favors (as well as undue pressure to perform or succeed). Harassment includes child abuse. Child abuse can include physical contact or the threat of it that intentionally causes bodily harm or injury to a child. This may include, for example, hitting, shaking, kicking, shoving, or forcing an athlete to wrestle when injured or mandating excessive exercise as a form of punishment. It may also include touching for the purpose of causing sexual arousal or gratification that involves a child, rape, incest, fondling, exhibitionism and sexual exploitation. It may also include chronic attacks on a childs selfesteem, such as psychologically destructive behavior consisting of ridiculing, screaming, swearing, racist comments, threatening, stalking, hazing and isolating. (B) Proceedings to Terminate, Revoke, Expel and/or Suspend.

If it is brought to the attention of the Board of Directors of the Corporation, either verbally or in writing, that a Member may have engaged in a violation or conduct raising a concern as set forth in Section 4.11(A), the Board of Directors of the Corporation shall consider the matter at the next scheduled meeting of the Board of Directors of the Corporation, or a specially called meeting of the Board of Directors of the Corporation.

The Board of Directors of the Corporation, upon good cause shown, is authorized to make determinations to terminate or revoke the Membership of a Member, expel a Member from Membership in the Corporation, and/or suspend a Member from Membership in the Corporation based on its consideration of facts and circumstances that gave rise to the initiation of proceedings under this Section. (2) Initiation of Proceedings.

(1) Determination of termination, revocation, expulsion and/or suspension of a Member.

13

In the event the Board of Directors of the Corporation determines that it is appropriate to terminate or revoke the Membership of a Member, expel a Member from Membership in the Corporation, and/or suspend a Member from Membership in the Corporation the following procedures shall be followed:

(3) Notice of Termination, Revocation, Expulsion and/or Suspension.

(b) Right of Member to Contest. The Member shall be provided an opportunity to be heard either via submission of written material and tangible items, or orally, or based upon a combination of written material, tangible items and oral testimony and argument, not less than five days before the proposed effective date of the termination or revocation of Membership, the expulsion of the Member, or the suspension of the Member. In the event the subject Member wishes to contest an action to terminate or revoke Membership, expulsion from Membership, and/or suspension of Membership, not less than 5 days before the proposed effective date of the termination or revocation of Membership, the expulsion of the Member, or the suspension of Membership, the Member the Member shall provide the Corporation a written Notice of Intent to Contest, and any and all statements and/or evidence supporting the Members grounds for contesting the decision to terminate or revoke Membership, expulsion from Membership, and/or suspension of Membership. (c) Determination of Members Contest. Upon receipt of a Members timely Notice of Intent To Contest, the Board of Directors of the Corporation shall appoint and authorize a person or persons to conduct the procedures described above and decide either (i) the termination or revocation of Membership, expulsion of the Member, and/or the suspension of the Member should not take place; OR, (ii) Termination or revocation of Membership, expulsion of the Member, and/or suspension of the Member is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(a) Notice to Member. Not less than fifteen days prior to the proposed effective date of the termination or revocation of Membership, the expulsion of the Member, and/or the suspension of the Member, the subject Member shall be provided written notice of the termination, revocation, expulsion and/or suspension and the reasons therefore. In absence of a statement in the written notice specifying whether a contest of the decision of the Board of Directors of the Corporation will be heard by oral submission only, based upon submission of written material and tangible items only, or in combination of written material, tangible items and oral submissions, consideration of the Members contest of the decision shall be based only upon submission of written material and tangible items only, and no oral testimony or arguments shall be considered.

(d) Effect of Contest Upon Effective Date. In the event a Member submits a Notice of Intent to Contest, the proposed effective date of termination or revocation of Membership, the expulsion from Membership, and/or the suspension of Membership shall be held in abeyance pending the outcome of the Members contest. The effective date of the termination or revocation of Membership, expulsion from Membership, and/or suspension from Membership, if such action is found fair and reasonable taking into consideration all of the 14

relevant facts and circumstances, shall become effective as of the date of any decision rendered under Section 4.11(B)(3)(iii). (a) In the event the Board of Directors of the Corporation renders a decision to take action involving termination or revocation of Membership, expulsion from Membership, and/or Suspension from Membership, the first action against a Member shall be effective for no longer than one (1) calendar year from the date of the uncontested decision of the Board of Directors of the Corporation, or the date of a final determination that a decision to terminate, revoke, expel or suspend is determined fair and reasonable under Section 4.11(B)(3)(c), whichever is later. (4) Duration of Termination, Revocation, Explusion and/or Suspension.

(c) In the event a Members membership is either terminated or revoked, the Member is expelled from membership, or the Members Membership is suspended as a result of a third proceeding under Section 4.11, the termination or revocation of Membership, expulsion from Membership, and/or suspension from Membership may be effective for any period up to and including the lifetime of the Member.

(b) In the event a Members membership is either terminated or revoked, the Member is expelled from membership, or the Members Membership is suspended as a result of a second proceeding under Section 4.11, the termination or revocation of Membership, expulsion from Membership, and/or suspension from Membership shall be effective for no longer than two (2) calendar years from the date of the uncontested decision of the Board of Directors of the Corporation, or the date of a final determination that a decision to terminate, revoke, expel or suspend is determined fair and reasonable taking into consideration all of the relevant facts and circumstances under Section 4.11(B)(3)(c), whichever is later.

(5) Mailing of written notice. Any written notice for proceedings under this section shall be sent by U.S. Mail to the last known address of the Member shown on the Corporations records. (6) Notice of Action To United States of America Wrestling Association, Inc.

Notice of any final action taken to terminate or revoke the Memberhip of a Member, to expel a Member, or to suspend a Member shall be communicated immediately to the United States of America Wrestling Association, Inc. No action taken in this Section 4.11 is intended to be binding upon the United States of America Wrestling Association, Inc.

15

ARTICLE V (Directors) 5.1 Board of Directors. The Corporation shall have a Board of Directors. 5.2 Number of Directors.

The Board of Directors of the Corporation shall consist of five (5) individual persons. No individual person shall occupy more than one position as Director of the Corporation at any given time. 5.3 Qualifications of Directors.

Any individual nominated or elected to be a Director on the Board of Directors of the Corporation shall have the following qualifications: (A) A Director shall be a registered, Individual Member of the Corporation in good standing at all times while acting as a Director of the Corporation. (B) A Director shall be a registered Member in good standing of the United States of America Wrestling Association, Inc.

5.4 Duties of the Board of Directors of the Corporation.

All Corporate powers shall be exercised by or under the authority of the Board of Directors of the Corporation, including the management of the Corporations affairs. 5.5 Election, Designation and Appointment of Directors. (A) The Incorporator of the Corporation shall have the power and authority to elect and/or appoint initial Directors of the Corporation.

(C) A Director shall meet any and all other further qualifications and/or requirements as may be expressly determined by action of the Board of Directors of the Corporation or these Bylaws.

(C) With the exception of the initial Directors of the Corporation, and Directors appointed from time to time under Section 5.7(B) 5.7(C) due to the resignation, death, and/or incapacity of a prior Director, all Director Positions shall be filled by election as set forth in these Bylaws. 16

(B) The initial Directors of the Corporation shall be those individuals elected by the Incorporator of the Corporation. For the purposes of these Bylaws, the initial Directors of the Corporation shall also be deemed Appointed Directors.

5.6 Terms of Directors Generally.

(A) Initial Directors. An initial Director of the Corporation shall serve a term of approximately two (2) years beginning on the day of the first organizational meeting of the Board of Directors of the Corporation and ending at the end of the third annual meeting of the Membership of the Corporation.

5.7 Vacancy on the Board of Directors.

(B) In the event a duly elected Director in unable or unwilling to serve as a Director and causes a vacancy to occur on the Board of Directors by providing notice to the Board of Directors of the Corporation of inability and/or unwillingness to serve after 30 days of the certification of an election of Directors after an annual meeting of the Members of the Corporation, the vacancy created by the elected Directors inability or unwillingness to serve as a Director shall be filled by the Board of Directors. In the event the Directors remaining in office constitute less than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the Directors remaining in office. (C) A vacancy that will occur at a specific later date may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (A) A Director may resign at any time by delivering written notice to the Board of Directors, its presiding officer, or to the Chariman/President or Secretary of the Corporation. 17

(A) In the event a duly elected Director in unable or unwilling to serve as a Director and causes a vacancy to occur on the Board of Directors by providing notice to the Board of Directors of the Corporation of inability and/or unwillingness to serve within 30 days of the certification of an election of Directors after an annual meeting of the Members of the Corporation, the vacancy created by the elected Directors inability or unwillingness to serve as a Director shall be filled by special election held within a reasonable time after notice of the vacancy.

(C) Staggering or Overlapping of Terms. Directors terms shall not be staggered or overlap.

(B) Elected Directors Other Than Initial Directors. A Director elected after the expiration of the terms of the initial Directors shall serve a term of approximately two (2) years beginning on the calendar day after the annual meeting of the Membership of the Corporation at which the Director was elected, and ending at the end of the calendar day of the second subsequent annual meeting of the Membership of the Corporation.

5.8 Resignation of Directors.

5.9 Removal of Directors Elected By Members.

No Director elected by Members may be removed without just cause. For the purposes of this section, just cause shall exist if three-fifths of the Board of Directors approves an election to remove a duly elected Director. 5.10 Removal of Appointed Director. (A) An appointed Director may not be removed without just cause. (B) An appointed Director may be removed with just cause by a board vote.

(B) A resignation is effective when the notice is effective, unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the pending vacancy before the effective date if the Board of Directors provides that the successor does not take office until the effective date.

5.11 Compensation of Directors. The Board of Directors of the Corporation may fix the compensation of Directors.

(C) The person removing an appointed Director shall do so by giving written notice of the removal to the Director to be removed, and either the Presiding officer of the Board of Directors, or to the Chairman/President or Secretary of the Corporation.

5.12 Regular and Special Meetings of the Board of Directors.

(B) The Board of Directors of the Corporation is authorized to amend these Bylaws, or take such other action, to schedule regular meetings of the Board of Directors of the Corporation. (D) The Board of Directors of the Corporation may hold regular or special meetings in or outside of the State of Hawaii. (E) The Board of Directors of the Corporation is authorized to permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. 18 (C) All meetings of the Board of Directors of the Corporation that are not regular meetings are special meetings.

(A) The Board of Directors of the Corporation shall hold regular meetings each year in the months of August, November, February or March, and May of each calendar year.

5.13 Action of the Board of Directors Without Meeting.

5.14. Call and Notice of Meetings.

(C) A consent signed under this Section has the effect of a meeting vote and may be described as such in any document.

(B) Action taken under this section is effective when the last Director signs the consent, unless the consent specifies a different effective date.

(A) Action required or permitted to be taken at a meeting of the Board of Directors of the Corporation may be taken without a meeting if the action is taken by all members of the Board of Directors of the Corporation. Any action taken without a meeting shall be evidenced by one or more written consents describing the action taken, signed by each Director, and included in the minutes filed with the Corporate records reflecting the action taken.

(C) Regular meetings shall be scheduled by vote of the Board of Directors of the Corporation.

(B) Special Meetings of the Board shall be preceded by at least two days notice to each Director of the date, time, and place, but not the purpose of the meeting.

(A) Regular meetings of the Board of Directors of the Corporation may be held without notice so long as the Board of Directors of the Corporation establishes the date, time and place of such regular meetings one (1) year in advance.

5.15 Waiver of Notice of Meeting.

(D) Special Meetings of the Board of Directors of the Corporation may be called by the presiding Officer of the Corporation (if any), and/or by written consent to such meeting signed by no less than two (2) Directors.

(A) A Director may at any time waive any notice required under these Bylaws. Except as set forth in Section 5.15(B) of these Bylaws, any waiver of notice under this Section shall be in writing, signed by the Director entitled to the notice, and filed with the minutes or the corporate records. (B) A Directors attendance at or participation in a meeting waives any required notice of the meeting unless the director at the beginning of the meeting or prior to the vote on a matter not noticed in conformity with law or these Bylaws, objects to the lack of notice and does not thereafter vote for or assent to the objected action.

19

5.16 Quorum and Voting.

(A) Except as otherwise provided in these Bylaws or by law, a quorum of the Board of Directors of the Corporation consists of a majority of the Directors in office immediately before a meeting begins. (B) If a quorum is present when a vote is taken, the affirmative vote of a majority of Directors present is the act of the Board of Directors of the Corporation unless such result is prohibited by law, or these Bylaws and/or the law requires the vote of a greater number of Directors.

5.17 Committees of the Board of Directors of the Corporation.

The Board of Directors of the Corporation is authorized to create one or more committees of the Board of Directors of the Corporation and appoint members of the Board of Directors of the Corporation to serve on them. Members of any committees created shall be selected and operate in accord with Hawaii State Law. 5.18 General Standards for Directors. (1) In good faith; (A) A Director shall discharge the Director's duties as a Director, including the Director's duties as a member of a committee: (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(B) In discharging the Director's duties, a Director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(3) In a manner the Director reasonably believes to be in the best interests of the Corporation.

20

(2) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or

(C) A Director is not acting in good faith if the Director has knowledge concerning the matter in question that makes reliance otherwise permitted by Section 5.18(B) unwarranted. (D) A Director is not liable to the Corporation, any member, or any other person for any action taken or not taken as a Director, if the Director acted in compliance with this section. (E) A Director shall not be deemed to be a trustee with respect to the Corporation or with respect to any property held or administered by the Corporation, including without limit, property that may be subject to restrictions imposed by the donor or transferor of the property. (F) Any person who serves as a director to the Corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the person's performance of, or failure to perform duties of, the position to which the person was elected or appointed. For purposes of this section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as a director as allowed under Article X of these Bylaws (A) A conflict of interest transaction is a transaction with the Corporation in which a Director of the Corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the Director if the transaction was fair at the time it was entered into or is approved as provided in section 5.19(B). (1) The transaction is approved by the attorney general, before or after the transaction is consummated; 21

(3) A committee of the Board of Directors of the Corporation of which the Director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence.

5.19 Director Conflict of Interest.

(B) A transaction in which a Director has a conflict of interest may be approved if:

(2) The material facts of the transaction and the Director's interest were disclosed or known to the Board of Directors of the Corporation or a committee of the Board of Directors of the Corporation and the transaction was authorized, approved, or ratified by the Board of Directors of the Corporation or a committee of the Board of Directors of the Corporation; or (3) The material facts of the transaction and the Director's interest were disclosed or known to the Members and they authorized, approved, or ratified the transaction.

(C) For purposes of this section, a Director of the Corporation has an indirect interest in a transaction if: (1) Another entity in which the Director has a material interest or in which the Director is a general partner is a party to the transaction; or (2) Another entity of which the Director is a director, officer, or trustee is a party to the transaction.

(D) For purposes of Section 5.19(B), a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of a majority of the Directors either on the Board of Directors of the Corporation or on the committee, who have no direct or indirect interest in the transaction; provided that a transaction may not be authorized, approved, or ratified under this section by a single Director. If a majority of the Directors who have no direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of or a vote cast by a Director with a direct or indirect interest in the transaction does not affect the validity of any action taken under Section 5.19(B)(2); provided the transaction is otherwise approved as provided in Section (B). (E) For purposes of Section 5.19 (B)(3), a conflict of interest transaction is authorized, approved, or ratified by the Members if it receives a majority of the votes entitled to be counted under this Section. Votes cast by or voted under the control of a Director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in Section 5.19(C)(1), may not be counted in a vote of Members to determine whether to authorize, approve, or ratify a conflict of interest transaction under Section 5.19(B)(3). The vote of these Members, however, is counted 22

in determining whether the transaction is approved under other Sections of these Bylaws. A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this Section constitutes a quorum for the purpose of taking action under this section. (F) The Corporation is authorized to amend these Bylaws from time to time, or adopt resolutions of the Board of Directors that may impose additional requirements on conflict of interest transactions. ARTICLE VI (Officers) 6.1 Officers of the Corporation.

The Corporation shall have the following Officers:

(B) Vice Chairman. The position of Vice Chairman of the Corporation may also be referred to as the position of Vice President of the Corporation. Alternate use of the title name Vice Chairman and Vice President shall not in any way affect the duties and authorities of any individual occupying said office. Use of the title name Vice Chairman in these Bylaws is solely intended to cause conformity Section 6.1(A) and with Article IX of the By-Laws of the United States of America Wrestling Association, Inc. (C) Treasurer. (D) Secretary.

(A) Chairman. The position of Chairman of the Corporation may also be referred to as the position of President of the Corporation. The Chairman or President shall be and function as the chief executive officer of the Corporation. Alternate use of the title name Chairman and President shall not in any way affect the duties and authorities of any individual occupying said office. Use of the title name Chairman in these Bylaws is solely intended to cause conformity with Article IX of the By-Laws of the United States of America Wrestling Association, Inc.

6.2 General Duties of Officers.

Each Officer has the authority and shall perform the duties set forth herein and/or duties consistent with these Bylaws, the duties and authority prescribed in a resolution of the Board of Directors of the Corporation, or by direction of an Officer authorized by the Board of Directors of the Corporation to prescribe the duties and authority of other Officers of the Corporation. 23

6.3 Specific Duties of Officers. (A) Chairman/President. (1) The Chairman/President, under direction of the Board of Directors, shall be in charge of the operations of the Corporation and shall be responsible for carrying out the policies of the Corporation as established by the Board of Directors.

(2) The Chairman/President shall have supervisory authority over the Corporations paid (if any) and unpaid personnel, and shall, within his or her discretion, be responsible for matters concerning employment of personnel and terms and conditions of their hire. (3) The Chairman/President shall have supervision for all monies and bank accounts of the Corporation and shall cause check and drafts to be issued upon his or her direction. (4) Subject to any limitations adopted by the Board of Directors of the Corporation, the Chairman/President shall be entitled to execute contracts and other legal instruments on behalf of the Corporation.

(B) Vice Chairman/Vice President.

The Vice Chairman/Vice President shall assume the duties of the Chairman/President in the absence of the Chairman/President. The Vice Chairman/Vice President shall perform such or duties as directed by the Chairman/President and/or the Board of Directors of the Corporation. (C) Secretary.

The Secretary shall keep minutes of the proceedings of the Membership and the Board of Directors, showing the time and place of the meetings, whether regular or special, whether notice thereof was given and, if so, by what manner, the names of those present or represented at membership meetings, and the proceedings of each meeting. The Secretary shall further maintain the Corporations Corporate Record Book. (D) Treasurer.

The Treasurer shall keep correct and complete books and records of accounts, which shall be subject to annual audit. Such books and records shall include accounts of the Corporations assets, liabilities, receipts, disbursements, gains, losses, capital and surplus. The Treasurer shall be the custodian of all the funds of the Corporation, giving a receipt for all money received, and shall co-sign with the Chairman/President or Vice 24

6.4 Standards of Conduct for Officers. (1) In good faith;

Chairman/Vice President all checks for the payment of bills approved and submit for review and eventual approval of the Board of Directors a monthly statement of all financial transactions. (A) An Officer with discretionary authority shall discharge the Officers duties under that authority: (2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and, (3) In a manner the Officer reasonably believes to be in the best interests of the Corporation and its Members.

(B) In discharging an Officers duties, an Officer is entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by: (1) One or more Officers of employees of the Corporation who the Officer reasonably believes to be reliable and competent in the matters presented; or (2) Legal counsel, public accountants, or other persons as to matters the Officer reasonably believes are within the persons professional or expert competence.

(C) An Officer is not acting in good faith if the Officer has knowledge concerning the matter in question that makes reliance otherwise permitted by Section 6.4(B) unwarranted. (D) An Officer is not liable to the Corporation, any member or other person for any action taken or not taken as an Officer, if the Officer acted in compliance with this Section 6.4. (E) Any person who serves as an Officer of the Corporation without remuneration or expectation of remuneration shall not be liable for damage, injury, or loss caused by or resulting from the persons performance of or failure to perform duties of the position to which the person was appointed or elected, unless the person was grossly negligent in the performance of or failure to perform the duties. For the purposes of this Section, remuneration does not include payment of reasonable expenses and indemnification or insurance for actions as an Officer as allowed by law or in these Bylaws. 25

6.5 Resignation and Removal of Officers.

(A) An officer may resign at any time by delivering notice to the Corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the Corporation accepts the future effective date, the Board of Directors of the Corporation may fill the pending vacancy before the effective date if the Board of Directors of the Corporation provides that the successor does not take office until the effective date. (B) The Board of Directors of the Corporation may remove any Officer at any time with or without cause.

6.6 Vacancies.

(A). In the event of death, resignation, or incapacity of the Chairman/President, the Vice Chairman/Vice President shall assume the office of the Chairman/President for the remainder of the unexpired term. In the event of a vacancy occurring as to any other Officer, such vacancy shall be filled for the remainder of the term by appointment by the Chairman/President with the approval of the Board of Directors of the Corporation.

(B) In the event that both the Chairman/President and the Vice Chairman/Vice President should be unable to carry out the responsibilities and duties of their respective offices because of death, resignation or other cause, the Board of the Directors of the Corporation shall declare a vacancy to exist and call a special meeting of the Board of Directors to select a new Chairman/President and Vice Chairman/Vice President for the remaining unexpired terms. Selection of Officers to fill vacancies under this Section shall be conducted in the same manner and under the same procedures utilized by the Board of Directors of the Corporation to fill any office within its discretion. (C) Whenever an elective or appointive officer (other than the Chairman/President) is temporarily unable to perform the duties of such office, the Chairman/President may appoint an acting officer for the period of the temporary vacancy subject to and pending selection by the Board of Directors of the Corporation of an individual to fill the vacancy. An appointee under this Section shall be subject to the approval of the Board of Directors of the Corporation in its discretion.

26

ARTICLE VII (Committees of the Corporation) The Corporation is authorized to appoint committees of the Corporation, as opposed to committees of the Board of Directors of the Corporation, for the purpose of promoting and facilitating the purposes of the Corporation. Committees established under this Article VII shall be comprised of individuals who are Individual Members of the Corporation, parents or guardians of Individual Members of the Corporation below the age of majority, Affiliate Members of the Corporation and/or Honorary Members of the Corporation. A Director of the Corporation may serve as a member of a Committee of the Corporation. 7.2 Authority of Committees and Members of Committees. Committees of the Corporation, under direction of the Board of Directors of the Corporation and the Chairman/President of the Corporation, are authorized exercise powers and authority granted to the Committee by the Board of Directors of the Corporation, except that no committee of the Corporation (as opposed to a committee of the Board of Directors of the Corporation) shall be empowered to: (A) Execute and/or enter into any contract binding the Corporation to obligations without the express written prior approval of the Board of Directors of the Corporation; (B) Expend or agree to expend in the future any monies or funds of the Corporation without the express written prior approval of the Board of Directors of the Corporation; 7.1 Committees of the Corporation.

(C) Agree to make a present or future conveyance of assets of the Corporation without the express written prior approval of the Board of Directors of the Corporation;

(D) Use or agree to permit the name and/or tradename(s) of the Corporation and/or the name and/or tradename(s) of the United States of America Wrestling Association, Inc. to be used in connection with any commercial interest or endeavor without the express written prior approval of the board of Directors of the Corporation; (E) Sanction or agree to sanction any event as an officially sanctioned even of the Corporation or United States of America Wrestling Association, Inc. without the express written prior approval of the Board of Directors of the Corporation; (G) Engage in any act that is reserved exclusively to an Officer of the Corporation without the express written prior approval of the Board of Directors of the Corporation. 27 (F) Engage in any act that is reserved exclusively to the Board of Directors of the Corporation without the express written prior approval of the Board of Directors of the Corporation;

7.3 Duration of Committee Authority.

Individuals volunteering to serve and serving as members of a committee of the Corporation shall be included within the definition of agent of the Coporation for the limited purposes of Article X (Indemnification) of these Bylaws. ARTICLE VIII (Annual Meeting of Membership) 8.1 First Annual Meeting of the Membership.

Any and all approvals and/or authorizations by the Board of Directors of the Corporation for action by a committee of the Corporation shall be limited in duration to the terms of the approval and/or authorization. Ambiguities and/or uncertainty over whether an approval and/or authorization continues in duration shall cause the approval and/or authorization to be deemed expired. 7.4 Volunteers.

The first annual meeting of the Membership of the Corporation shall be held in the calendar month of August 2012. 8.2 Subsequent Annual Meetings of the Membership.

In years subsequent to calendar year 2012, an annual meeting of the Membership of the Corporation shall be held each calandar year in the month of August.

8.3 Special Meetings of the Membership. When reguired by these Bylaws, and/or at the call of the Board of Directors of the Corporation, special meetings of the Membership of the Coproation, in addition to annual meetings of the Membership off the Corporation, may be held by the Corporation. 8.4 Time and Place of Meetings. The time and place of an annual meeting of the Membership of the Corporation and/or special meetings of the Membership of the Corporation shall be determined by the Board of Directors. No, with notice provided as required in Section 8.4 in time provide Members of the Corporation no less than 20 days prior written notice of the meeting.

28

8.5 Notice.

(A) Annual Meetings. The Membership shall be provided with Notice of the date, time and place of annual meetings of the Membership of the Corporation no less than 20 days prior to the commencement of the meeting. (B) Special Meetings. The Membership shall be provided with Notice of the date, time, and place a special meeting of the Membership no less than 10 days prior to the commencement of the meeting. (C) Method of Providing Notice. Notice of an annual meeting of the Membership of the Corporation or Notice of a special meeting of the Membership of the Corporation shall be made by electronic mail (email) sent to the registered email address of the Member or the Members representative, or US mail sent to the registered postal address of the Member or the Members representative, or hand delivery of a written Notice in person, to the registered postal address of the Member or the Members representative, or advertisement in a publication of general circulation in the State of Hawaii, or publication in a publication produced by the Corporation, or posting upon an internet website maintained by the Corporation, or by all, or any combination of the foregoing. Notice provided by any of the foregoing methods shall be sufficient for the purposes of these Bylaws. Certification of providing Notice by any Director or Officer of the Corporation, by all or any combination of the foregoing methods, shall constitute sufficient Notice under these Bylaws unless clear and convincing evidence of lack of notice is provided. ARTICLE IX (Elections)

9.1 Election of Directors.

(C) Candidates for election to fill present or anticipated vacancies on the Board of Directors of the Corporation shall be eligible for election only after they are nominated by written nomination signed and/or endorsed by no less than 10 Individual Members of the Corporation. Written nominations under this Section must be submitted to the Board of Directors of the Corporation by no later than 10 days prior to an election to fill a vacancy on the Board of Directors of the Corporation. There shall be no write in candidates for election to fill present or anticipated vacancies on the Board 29

(B) Where called for under these Bylaws, elections to fill present or anticipated vacancies on the Board of Directors of the Corporation may take place at a special meeting of the Membership of the Corporation.

(A) After the expiration of the initial terms of the initial Directors of the Corporation, vacancies on the Board of Directors subject to filling by election shall be filled by election at the next schedule annual meeting of the Membership.

of Directors of the Corporation at elections conducted at annual meetings of the Membership of the Corporation or special meetings of the membership of the Corporation,

(D) Voting rights in any election of Directors shall be governed by Section 4.8 of these Bylaws. (E) In the event an election of a Director is held and there is no more than one candidate for a single vacant seat on the Board of Directors of the Corporation, any individual elected to fill the vacancy must receive no less than one valid vote to be elected to fill the vacancy.

(G) In the event an election of a Director is held and there are multiple vacant positions on the Board of Directors of the Corporation, but insufficient candidates to fill all vacancies so that no candidate occupies more than one vacancy, all candidates receiving more than one valid vote shall be deemed elected, and a special election by the Membership shall be conducted within a reasonable time to fill any vacancies unfilled. (H) In the event an election of a Director is held, there are multiple vacant positions on the Board of Directors of the Corporation, and there are sufficient candidates receiving no less than one (1) valid vote to fill all vacancies. The multiple vacancies shall be filled by candidates receiving the highest number of votes. 9.2 Elections Reserved to the Board of Directors of the Corporation. (A) Where elections on any matter reserved solely to the Board of Directors of the Corporation, the Board of Directors of the Corporation shall establish nomination and election procedures in its discretion. (B) Voting in elections on any matter reserved solely to the Board of Directors of the Corporation shall be governed by the provisions of Section 5.16 (Quorum and Voting) of these Bylaws. Article X (Indemnification)

(F) In the event an election of a Director is held and there are multiple candidates for a single vacant position on the Board of Directors of the Corporation, the candidate receiving the most valid votes shall be deemed elected to fill the vacancy.

10.1 Indemnification.

The Corporation shall indemnify to the fullest extent permissible under Hawaii and/or Federal Law, except as set forth in Section 10.3, any current Director, former Director, Officer, employee, or agent of the 30

Corporation against liability and any reasonable expenses (including attorneys fees and costs) incurred in any proceeding covered under Hawaii and/or Federal Law relating to the Corporations authority to indemnify a current Director, a former Director, an Officer, an employee, or an agent of the Corporation. 10.2 Determination of Indemnification Eligibility. The Board of Directors of the Corporation shall immediately commence reviews and make determinations at special meetings of the Board of Directors of the Corporation consistent with Hawaii and/or Federal Law upon receipt of notice of a proceeding against a current Director, former Director, Officer, employee, or agent of the Corporation. 10.3 No Requirement to Advance Funds.

The Corporation may, but shall not be required under this Article X of these Bylaws, to advance funds to pay for or reimburse the reasonable expenses incurred by a current Director, former Director, Officer, employee, or agent of the Corporation. The Corporation reserves the right to have the Board of Directors of the Corporation exercise its full discretion as to whether or not to advance such funds. 10.4 Report of Indemnification to Members. If the Corporation indemnifies or advances expenses to a Director in connection with indemnification of a Director, in connection with a proceeding by or in the right of the Corporation, the Corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of the Membership. 10.5 Insurance.

The Corporation may purchase and maintain insurance on behalf of an individual who is or was a Director, Officer, employee or agent of the Corporation, or who, while a Director, Officer employee or agent of the Corporation, is or was serving at the request of the Corporation as a Director, Officer, partner trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individuals status as a Director, Officer employee or agent, whether or not the Corporation would have power to indemnify the person against the same liability under Hawaii and/or Federal Law. ARTICLE XI (Amendment of Articles of the Incorporation and Bylaws) 11.1 Amendment of Articles of Incorporation.

The Corporation may, at any time, amend its Articles of Incorporation to add or change a provision that is required or permitted in the Articles of Incorporation, or to delete a provision that is not required in the Articles of Incorporation. 31

11.2 Restatement of Articles of Incorporation.

The Corporation may restate its Articles of Incorporation at any time. 11.3 Changes to Bylaws.

The Corporation may alter, amend, or repeal these Bylaws or adopt new Bylaws. 11.4 Action of the Board of Directors of the Corporation.

Amendment of the Articles of Incorporation, restatement of the Articles of Incorporation and/or alteration, amendment, repeal of these Bylaws or adoption of new Bylaws may only be accomplished by action of the Board of Directors of the Corporation. 11.5 No Membership Participation. Amendment of the Articles of Incorporation, restatement of the Articles of Incorporation and/or alteration, amendment, repeal of these Bylaws or adoption of new Bylaws shall not be initiated by, shall not be subject to a vote, and shall not require a vote or approval of the Members of the Corporation. 11.6 No Third Person Participation.

Amendment of the Articles of Incorporation, restatement of the Articles of Incorporation and/or alteration, amendment, repeal of these Bylaws or adoption of new Bylaws shall not require approval by third persons. ARTICLE XII (Sanction of Events and Activities) 12.1 Sanction Policy. The sanctioning policy of the Corporation for domestic or international amateur wrestling events in the State of Hawaii or event involving Members of the Corporation outside of the State of Hawaii based on the the Members Memberhsip in the Corporation, including camps, clinics, tournaments, dual meets, practices, friendship meets, exchanges, or tours, shall be as follows: If the Corporation does not determine that holding or sponsoring an amateur wrestling even would be detrimental to the best interests of the sport, the Corporation shall promprly grant a sanction requested by an organization or person who is a Member of the Corporation, provided the petitioning oranization or person: (A) Obtains Sanction of the event by the United States of America Wrestling Association, Inc.; (B) Pays to the Corporation any required reasonable and sanctioning fee, and other fees, charges and/or expenses required by the Corporation; 32

(C) Satisfactorily coordinates the scheduling of the event with the United States of America Wrestling Association, Inc.; and (D) Demonstrates that: (1) Appropriate measures have been taken to protect the amateur status of athletes who will take part in the event, and to protect their eligibility to compete in amateur wrestling competition; and,

(5) Proper medical supervision will be provided for the athletes who will participate in the event; and, (E) Financial Report. The Corporation may request an audited or notarized financial report of the event, or of similar events if any, conducted by the operators of the event. (6) Proper safety precautions have been taken to protect the personal welfare of the athletes and spectators at the event.

(4) The event will be conducted by qualified officials; and,

(3) Due regard has been give to any international amateur wrestling protocol, convention, regulations of host nations, or limitations imposed by international wrestling organizations; and,

(2) Appropriate provision has been made for the validation of records which may be establishd during the competition; and,

(F) Ted Stevens Olympic and Amateur Sports Act. The Corporation shall in all relevant circumstances defer to, coordinate the conduct of all competitions and practices with, and observe and respect the duties and authority of the United States of America Wrestling Association, Inc. under the Ted Stevens Olympic and Amateur Sports Act. (G) All residents of the United States participating in a tournament, competition, match or other competitive event sanctioned by the Corporation shall first have duly registered with and become a member of the United States of America Wrestling Association, Inc.

12.2 Corporation Sanction Policies and Procedures.

The Board of Directors of the Corporation shall establish event and activity Sanction policies and procedures and Corporation Sanction fees, and other fees the Board of Directors of the Corporation may deem appropriate.

33

ARTICLE XIII (Preservation of Nonprofit Status) 13.1 Adherence to Tax Laws for Nonprofit Status. All of the purposes and powers of the Corporation shall be exercised exclusively for and in furtherance of the purposes of the Corporation in such manner that the Corporation shall qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code), or any successor provision, and that contributions to the Corporation shall be deductible under Section 170(c)(2) of the Code or any successor provision. 13.2 Prohibited Activities. (A) No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise permitted to an organization described in Section 501(c)(3) of the Code or any successor provision. The Corporation shall not participate in or intervene in any political campaign on behalf of or in opposition to) any candidate for public office.

(B) Notwithstanding any other provisions of these Bylaws, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal and state income taxes under Section 501(c)(3) of the Code or any successor provisional or, (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Code or any successor provision.

(C) No part of the net earnings of the Corporation shall inure to the benefit of or be distributable to its Directors, Officers, or other private persons, except that the Corporation is authorized or empowered to pay reasonable compensation for services rendered and to make payment and distributions in furtherance of its purposes. (D) During the period the Corporation is the beneficial owner of any securities of an issuer with a class of equity security which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, no director or officer of the Corporation who is also an officer, director or beneficial owner of more than 10 percent of any class of equity security of such issuer, or another individual or entity (if securities held by such other individual or entity would be deemed to be beneficially owned by such director or officer for the purposes of Section 16 of such Act) shall directly or indirectly engage in any self-dealing transaction with the Corporation, including any act which would be self-dealing as defined in Code Section 4941(d) if the Corporation were a private foundation as defined in Code Section 509(a) and such director or officer were a disqualified person as defined in Code Section 4946 with respect to the Corporation. (E) The Corporation shall not make any distributions.

34

13.3 Distribution of Assets Upon the dissolution of this Corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of the State. ARTICLE XIV (Miscellaneous Provisions) 14.1 Headings. Textual headings appearing after numerical and alphabet Section identifications utilized to describe Sections of these Bylaws in advance of the substantive provisions of a Section shall not be substantively or legally determinative of any question, challenge, and/or issue relating to the operation of the Corporation, the Operation of the Board of Directors of the Corporation, a committee of the Board of Directors, or a committee of the Corporation. Headings are provided for administrative convenience and reference purposes only. 14.2 Hawaii and Federal Law.

These Bylaws are to be construed, interpreted, applied and governed by Hawaii and applicable Federal Law. 14.3 Ambiguities. Any ambiguities in intepretation of these Bylaws shall be resolved by the Board of Directors, and no action or proceeding based on ambiguities shall be maintained without first permitting the Board of Directors to interpret, amend, and/or alter these Bylaws in light of claimed ambiguities. The determinations of the Board of Directors under this Section shall be binding on the Corporation and the Members of the Corporation.

14.4 Statement of Due Diligence. The initial Bylaws approved by the Board of Directors have been promulgated after substantial and due diligence including but not limited to due attention to the Laws of the State of Hawaii and applicable Federal Laws, consideration of the By-Laws of the United States of America Wrestling Association, Inc., and substantial consideration of the Bylaws of other State Affiliates of the United States of America Wrestling Association, Inc. These Bylaws are promulgated in what is deemed to be the best interests of the Corporation and its Membership.

35