The Corporation is organized exclusively for educational purposes and to foster national and international amateur sports competition within the meaning of and pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or under the corresponding provision of any future United States Internal Revenue law), including, but not limited to, such purposes as:

1. Qualifications for Membership. Membership of the Corporation shall be open to any and all enthusiasts of the sport of Ultimate, conditioned only on the timely payment of membership dues in such amounts as may be determined by the Board of Directors from time to time. Membership in the Corporation and the opportunity to participate in the Corporation's activities shall be provided on an equal basis without regard to race, color, religion, age, sex, sexual orientation or national origin. The Corporation may not suspend any member without fair notice and an opportunity for a hearing, pursuant to the terms of Article X hereof.

2. Vote. Each member shall have one vote in matters requiring a vote of the membership.

3. Meetings of Members. The annual meeting of the members shall be held each calendar year at a place and time to be fixed by the Board of Directors. In addition, special meetings of the members may be called by the Board of Directors. The time, place and location of such meetings shall be printed in advance in the Newsletter or published online on the Corporation's website.

4. Quorum. The presence, in person or by proxy, at any meeting of the members of not less than two-thirds (2/3) of all members shall constitute a quorum and shall be necessary for the transaction of any business at a Meeting of Members.

5. Membership Dues. The annual dues of members shall be determined from time to time by the Board of Directors. The Board may in its discretion offer memberships on an other than annual basis.

6. Hold Harmless. Each member, as a condition of his or her membership, agrees to hold the Corporation and its directors, officers, coordinators, agents and consultants harmless from claims of any kind, nature or description arising out of the member's participation in or observance of any game, tournament or event sponsored or sanctioned by the Corporation.

1. Management of the Corporation. The Corporation shall be managed by the Board of Directors which shall consist of between nine (9) and sixteen (16) directors. Members of the Board shall be selected without regard to race, color, religion, sex, sexual orientation or national origin. All directors shall be members of the Corporation.

2. Election and Term of Directors. The Directors shall be elected annually either by written ballot available to all members of the Corporation or by online voting in a manner approved by the Board or by a combination thereof. There shall be no less than one (1) director from each region of the United States, as such regions are designated from time to time by the Board. Directors shall serve for a term of three (3) years; approximately one-third of the directors shall be elected each year. No director may serve more than two (2) consecutive three-year terms. A person who has served as a director for two (2) consecutive three-year terms shall become eligible to serve on the Board again after one (1) year has expired since the end of such director's last term. Each director shall hold office until the next annual meeting of Board and until his or her successor shall have been elected and qualified. Candidates for director positions shall be solicited and approved by a standing Nominating Committee, or by petition signed by no less than seventy-five (75) members in good standing. All such petitions shall be submitted to the Secretary of the Corporation no less than thirty (30) days prior to either the date the ballot is scheduled to be available or when the online voting is scheduled to begin (whichever is earlier). The date the ballot is to be available and/or the date online voting is scheduled to begin shall be posted on the Corporation's website and, if practicable, printed in advance in the Newsletter. Candidates must be at least 18 years of age.

3. Removal and Resignation. Any director or directors may be removed by the Board upon the affirmative vote of three-quarters (3/4) of the members of the entire Board (whether present and voting or not). In addition, any director or directors may be removed by a majority vote of the members (hereinafter referred to as "Recall Vote"). In order to trigger a Recall Vote by the members, a recall petition signed by not less than seventy-five (75) members in good standing shall be submitted to the Secretary of the Corporation, who shall thereupon schedule a Recall Vote within sixty (60) days. A simple majority with no less than 600 members voting in favor of removal shall be required to remove the director or directors. A Recall Vote shall be conducted in the same manner in which an election is to be conducted. A director may resign at any time by giving written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board. The Board may, but shall not be required to, appoint an interim director upon the death, resignation or removal of any director, who shall serve until the next regularly scheduled Board elections.

4. Annual Meeting. The annual meeting of the Board shall be held each calendar year at a place and time to be fixed by the Board. The Secretary of the Corporation shall cause to be given to each member of the Board notice of the time and place of the annual meeting not less than thirty (30) days prior to the date of such annual meeting. The date, time and location of such meetings shall be printed in advance in the Newsletter or posted online on the Corporation's website.

5. Special Meetings and Actions Taken Without a Meeting. A special meeting of the Board may be called by the President or by the majority of the Board. The Secretary of the Corporation shall cause each director to be notified of the time, place and purpose of such meeting not less than ten (10) days prior thereto. A vote of the Board taken without a meeting may be called by the President or by a majority of the Board. Whenever members of the Board are required or permitted to take any action by vote, such action may be taken without a meeting on written consent to be provided following such action, setting forth the action so taken, signed by all members of the Board of Directors. Such written consent may be furnished electronically via facsimile or email and the acknowledgment of the individual Directors' consent may be made in such communication without signature. However, upon written request signed by not less than ten (10) members in good standing submitted to the Secretary, the Board shall furnish such written consent with each Director's signature. It is not necessary that all Directors' signatures be on one document. It is sufficient that the Directors sign copies of the consent. The consent or consents shall be furnished to and available at the Corporation's principal place of business.

6. Quorum. In all annual meetings, special meetings, or meetings by telephone, the presence of not less than two-thirds (2/3) of the members of the entire Board shall constitute a quorum and shall be necessary for the transaction of business unless such business has been delegated to a committee as set forth below. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.

7. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of two (2) or more directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Corporation, except that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the bylaws; electing, appointing or removing any member of any such committee or any director or officer of the Corporation; amending the Articles of Incorporation; restating Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any resolution of the Board of Directors. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon it or such individual director by law.

8. Meetings by Telephone. Members of the Board or any Committee designated thereby may hold or participate in a meeting of the Board or such Committee by means of conference telephone or similar communications equipment provided that all such persons so participating in such meeting can hear each other at the same time.

1. Officers. The officers of the Corporation shall be a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Board of Directors may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

2. Election and Term of Office. The officers of the Corporation shall be elected annually by the Board of Directors from among its membership at the next regular meeting of the Board of Directors following the annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby.

3. President. The President shall be the chair of the Board of Directors. The President shall in general supervise and control all of the business and affairs of the Corporation, and shall serve as the commissioner of the sport of Ultimate. He or she shall preside at all meetings of the members and of the Board of Directors. In general, he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Unless otherwise the authority is expressly given by the Board or in these bylaws or by law to some other officer or agent of the Corporation, only the President has the authority to sign contracts or other instruments to bind the Corporation. However, such signature shall not bind the Corporation unless the contract or instrument is also signed by either the Secretary, Vice President or Treasurer and the Board expressly approves the execution of same.

4. Vice President. In the absence of the President or in event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

5. Treasurer. The Treasurer shall keep, or shall direct another to keep, the accounting records of the Corporation. From time to time at the request of the President or the Board of Directors, but in any case no less than once per year, the Treasurer shall prepare, and submit to the Board statements of the financial condition of the Corporation. Periodically, the Treasurer shall review the budget to ensure compliance with the approval of expenditures and financial policy of the Board. The Treasurer shall be responsible for the preparation of the annual budget for consideration by the Board. The Treasurer shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

6. Secretary. The Secretary shall keep, or shall direct and cause another to keep, the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records; keep a register of the post-office address of each member which shall be furnished to the Secretary by such member and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

7. Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, or by the President or the Board of Directors.

8. Other Officers. The Board shall appoint such other officers as may be necessary to conduct the business of the Corporation. In addition, the Board may designate special consultants or agents at any time. Compensation for all such officers, consultants and agents shall be fixed by the Board.

1. Executive Director. There shall be an Executive Director who shall function with the direction and consent of the President on behalf of the Board. The Executive Director shall be selected by the Board of Directors for a term to be set by the Board and may be paid financial compensation in a reasonable amount set by the Board. The Executive Director may be removed at any time by a majority vote of the Board, without prejudice to contract rights, if any.

2. Responsibilities. Under the direction of the President of the Corporation, and subject to the policies of the Board of Directors, the Executive Director shall be responsible for the administration and coordination of all activities and programs of the Corporation. The Executive Director shall receive all correspondence addressed to the Corporation, shall keep all records of the Corporation, including financial, administrative, and historical data, and shall discharge such other duties as are assigned by the President or the Board. In addition, the Executive Director shall be the principal custodian of the funds and accounts of the Corporation, and is responsible for the collection of revenues, the payment of expenses and the keeping of reliable accounting records which reasonably reflect the financial condition of the Corporation. The Executive Director shall oversee all elections, referenda, or other matters requiring a vote of the membership and shall report the results to the President and the Secretary.

3. Assistants. The Executive Director, under the general guidance of the President and the Board of Directors of the Corporation, may recruit, train, employ, discharge and otherwise create a staff of assistants as may be required for the efficient performance of assigned duties, making such financial arrangements with such assistants as deemed appropriate within the available funds allocated to the function by the corporate budget, and subject to the approval of the President.

4. Coordinators and National Directors.

Any person who shall at any time serve, or have served, as a director or officer of the Corporation, and the heirs, executors, and administrators of such person, shall be indemnified by the Corporation against all costs and expenses reasonably incurred in the defense of, or paid in the settlement of, any claim, action, suit or proceeding against such person related in any way to his or her duties as a director or officer regardless of whether the officer or director is at fault in whole or in part, and to the extent such indemnification is permitted by the Colorado Nonprofit Corporation Act, as amended. The Corporation may in its discretion, but shall not be required to, advance to any such person expenses reasonably incurred in connection with such claim, action, suit or proceeding, and may indemnify and advance expenses to an employee or agent of the Corporation to the same extent as to an officer or director. The foregoing indemnification shall not be exclusive of any other rights to which those indemnified may be entitled under any agreement, vote of members, vote of the Board, or otherwise.

The Corporation shall publish, not less than three (3) times annually, a newsletter which shall serve as the primary vehicle for the dissemination of information to the members and for the exchange of opinions among members. The newsletter shall be distributed to all members as a benefit of membership in the Corporation. The newsletter shall be required to publish an accurate cross-section of opinions expressed by members in writing to the editors and shall be required to publish a financial report from the Treasurer not less than once annually. The Newsletter may be published online in an electronic format upon the discretion of the Board.

1. Official Rules. The Official Rules of Ultimate shall be those rules published and sanctioned by the Corporation, and designated by the Corporation as being the "Official Rules of Ultimate" or the "Official Rules." The Corporation may from time to time publish and sanction subsequent editions of the Official Rules of Ultimate. Each subsequent edition together with all changes, amendments, deletions or clarifications shall supersede all previous editions together with all changes, amendments, deletions or clarifications of the Official Rules.

2. Changing the Rules. The Official Rules may be changed, amended, deleted or clarified as set forth in this section. The Board of Directors may change, amend, delete or clarify any rule or rules by a two-thirds (2/3) vote of the full Board whether present and voting or not. The membership may change, amend, delete or clarify any rule or rules by referenda. A simple majority with no less than 600 members voting in favor of such change, amendment, deletion or clarification shall be necessary to approve the change, amendment, deletion or clarification. A petition signed by not less than seventy-five (75) members in good standing shall be submitted to the Secretary. The proposed change, amendment, deletion or clarification shall be published in the Newsletter or posted on the Corporation's website at least thirty (30) days prior to the referenda. Voting shall be by written ballot available to the membership or by online voting in a manner approved by the Board or by a combination thereof.

These Bylaws may be amended, repealed or altered in whole or in part by a vote of the Board of Directors. The affirmative vote of two-thirds (2/3) of the members of the full Board, whether present and voting or not, shall be required for any amendment, repeal or alteration of these Bylaws. The membership shall be notified of any such action by the Board in the next newsletter to be printed following such action by the Board. Proposed amendments to the Bylaws may be submitted to the Board by any member at any time. The Board shall be required to submit any such proposed amendment for a referendum by the membership if such proposed amendment is accompanied by the signatures of one hundred (100) or more members in good standing of the Corporation in support of such proposed amendment. A two-thirds (2/3) vote of the members voting shall be required for passage of a proposed amendment in any such referendum.

1. Tournament Play. In any tournament sponsored or sanctioned by the Corporation, any player or team may be suspended from further play in that tournament ("Tournament Suspension") by either the tournament director, the applicable National Director, the applicable Regional Coordinator for that region, or the applicable Sectional Coordinator for that section for repeated or deliberate injurious behavior or for repeated and deliberate disregard for the Rules of Ultimate. Such suspensions shall be carried out in accordance with the disciplinary policies established from time to time by the Board of Directors, and all such actions shall be reviewable by the Board. Should any team be suspended from further play during the course of a tournament, all previous victories of that team in that tournament shall be declared forfeits. It is understood and agreed to by the membership that the player or team may appeal the tournament suspension once to either the tournament director, National Director, Regional Coordinator or Sectional Coordinator if practicable. A decision by the National Director overrules a decision by the either the Regional Coordinator, Sectional Coordinator or Tournament Director in matters regarding discipline. A decision by the Regional Coordinator overrules a decision by the sectional coordinator or tournament director in matters regarding discipline. A decision by the Section Coordinator overrules a decision by the tournament director in matters regarding discipline.

2. Suspension. The Board shall have the authority to suspend any player or team from play in any tournament or game sponsored or sanctioned by the Corporation for violation of the Official Rules of Ultimate or these bylaws, or for conduct prejudicial to the interests of the Corporation and its membership. No suspended individual shall be allowed to function in any official capacity at or participate in any tournament or event sponsored or sanctioned by the Corporation. Such suspension shall be reviewed on an annual basis or shall be for a period of time not to exceed one (1) year. The Board may delegate its disciplinary authority to a standing or temporary Disciplinary Committee of the Board.

3. Fair Hearing and Appeal. For suspensions pursuant to section 2 of Article X, no such action by the Board or its Disciplinary Committee shall be taken until the player or team involved has been informed of the pending charges and has been given an opportunity to present a defense to the Board or its Disciplinary Committee as the case may be. A player or team has the right to appeal any such decision one time to the Board. The appeal shall be made in writing and must be submitted to the Secretary within thirty (30) days of the date such player or team is notified of the suspension. The Board shall respond in writing to the appellant.

1. Board as Interpreter of By-laws and Rules. By virtue of becoming a member, all members agree that in matters related to interpretation of these By-laws and/or policies passed by the Board, the Board is the best and final authority.

2. Agreement to Submit All Claims Related to By-laws or Policies to Board. By virtue of becoming a member, all members agree that any and all such claims, disputes, causes of action, or the like related to interpretation of these by-laws and/ or policies passed by the Board of Directors; membership eligibility; or disciplinary actions shall be submitted to the Board of Directors. All members waive any right they might have otherwise had to submit such claims, disputes, causes of action in a court of law or equity. All such submissions to the Board must be made in writing and delivered to the Corporation's principal place of business. The Board shall respond in writing to the appellant. A member has the right to appeal an adverse decision one time to the Board. The appeal shall be made in writing and must be submitted to the Secretary within thirty (30) days of the date the member is notified of the suspension. The Board of Directors shall issue a written opinion and its decision shall be final and binding.

3. Notification. Where notification is to be made in writing to a member, notification shall be made to the address provided by the member upon the member's most recent registration. Notification may also be provided to the email address provided upon the member's most recent registration. Notification is deemed to be received on the day after it is sent.