Bylaws

(Version June 26, 2025)

Federation of International Societies of Sport, Physical Activity, and Kinesiology (FISSPAK)

Article 1. Name and Offices

1.1. Name

This organization’s name is the Federation of International Societies of Sport, Physical Activity, and Kinesiology (FISSPAK).

1.2. Offices

The FISSPAK’s principal office will be at Newark Delaware or such other location as the Board of Directors may determined.

Article 2. Mission and not-for-profit status

2.1. Mission

To advocate for and serve FISSPAK member societies in the interest of advancing scholarship, education, and evidence-based practice to improve health and well-being through sport and physical activity across the world’s communities.

The following goals support the mission:

Advancing the missions of and providing a forum for cooperation and collaboration among member societies
Cultivating shared identity and recognition of fields related to sport and physical activity
Promoting the value of sport and physical activity through inclusive, equitable, and sustainable practices
Influencing and advocating for local, national, and international policies related to the FISSPAK mission

2.2. Not-for-profit status

The FISSPAK is a nonprofit corporation, formed under the state of Delaware that will be organized and operated in accordance with the meaning and provisions of Section 501(c)(3) of the US Internal Revenue Code. The corporation exists exclusively for scientific, education, and literary purposes, and will engage only in activities which further such purposes.

2.3. Fiscal Year

The fiscal year of the FISSPAK will begin on the first day of January and end on the last day of December.

Article 3. Membership

3.1. Membership

The FISSPAK will operate as a membership organization.

3.2. Members

The membership of the FISSPAK comprises scientific, professional, and other not-for-profit societies focused on promoting scholarship, education, and evidence-based practice leading to improved health and well-being through sport and physical activity.

3.2.1 Membership eligibility. The FISSPAK Board will establish requirements for membership as it deems appropriate and in the best interests of FISSPAK. New member societies will require a vote of no fewer than three-fourths of the voting members of the FISSPAK Board.

3.2.2 Membership categories. Only FISSPAK member societies, as defined by the FISSPAK Board, have voting rights through representation on the FISSPAK Board. Other membership categories (e.g., affiliates, partners) may be established at the discretion of the FISSPAK Board and hold rights and privileges as defined by the FISSPAK Board.

3.2.3 Membership dues. The FISSPAK Board will determine membership dues.

3.2.4 Obligations of member societies. Each member society will, at all times, comply with the FISSPAK Bylaws, Articles of Incorporation, policies, procedures, and regulations and financial obligations as established and updated periodically by the FISSPAK Board.

3.2.5 Withdrawal of membership. Any member society may withdraw from the FISSPAK by providing a 90-day written notice to the FISSPAK Board of its intention.

3.2.6 Termination of membership. A member may be removed from membership if their actions do not accord with the purposes and Bylaws of the FISSPAK. Such action will require three-fourths of the voting members of the FISSPAK Board.

Article 4. Governance Structure

4.1. Board of Directors

4.1.1 The Board of Directors will consist of one representative from each member society.

4.1.2 Each society’s representative will have one vote. Proxy voting by members of the Board of Directors is prohibited.

4.1.3 Each society’s representative will serve a 3-year term commencing on January 1. If a vacancy exists among a representative of a member society, the society will fill it to serve the balance of the unexpired term. The term may extend beyond 3 years if the representative occupies an Officer position that does not end until after the 3-year term.

4.1.4 Representative terms will be staggered so that approximately one-third of the Board changes each January.

4.1.5 The Board will establish policies and directives governing the FISSPAK’s business and programs.

4.1.6 The Board will have oversight and control of the FISSPAK’s assets and finances.

4.1.7 The Board will determine dues and initiation fees for new member societies.

4.1.8 The Board will have the authority to appoint an Executive Director, Communication Director, and any other employee of the FISSPAK.

4.1.9 The FISSPAK Board will meet once per quarter. Special meetings may be called by the President or by at least one-third of the voting members on the Board.

4.1.10 Quorum. A majority of the representatives on the FISSPAK Board is necessary to constitute a quorum for the transaction of business. A member organization may participate in a meeting of the membership in person or remotely, such that all meeting participants can communicate simultaneously with one another. Such participation will be deemed present for purposes of determining a quorum and for the transaction of business.

4.2. Executive Committee

Current or former members of the Board of Directors can serve as Officers. Officers are elected by the Board of Directors.
The officers are President, President-Elect, Past-President, Secretary, Treasurer, and two Members-at-Large.
The President-Elect will be elected annually and will complete one-year terms as President-Elect, President, and Past-President, respectively.
The term of Office for Secretary, Treasurer, and Members-at-large will be for two years, with Secretary commencing in even years and Treasurer commencing in odd years.
The Members-at-Large will be elected on alternate years.
FISPPAK Officers, Board Members, and members of standing committees can resign from their position by submitting a letter to the President. In the event of just cause (e.g., non-participation, conflict of interest), an Officer, Board Member, or a committee member may be removed by action of the President with approval of the Executive Committee.
A vacancy in any elected office, with the exception of the presidency as noted in 4.2.10, may be filled by the Executive Committee with the consent of the Board of Directors for the unexpired term of the Officer’s position.
Office holders will be eligible for nomination to another office only during their final year in office.
The President will be the chair of the Board and chair of the Executive Committee, will preside at all FISSPAK meetings, and appoint committees in consultation with the Board of Directors as stipulated in the Bylaws.
The Past President will serve as an advisor to the President.
The President-Elect will perform the duties of the President in the absence of the President. If the office of the President becomes vacant, the President-Elect will succeed the President for the unexpired term of office.
The Secretary will keep written records of all FISSPAK meetings and other written documents of the FISSPAK.
The Treasurer will keep a record of all monetary transactions of the FISSPAK and will be authorized to sign checks on behalf of the FISSPAK. The Treasurer will prepare reports at the time of each Board of Directors meeting regarding all FISSPAK financial matters. The Treasurer will be responsible for filing all necessary tax documents and conducting an annual financial review.
The Member-at-Large will serve as a liaison between the executive committee and standing and ad hoc committees, facilitating communication and coordination. Additionally, the Member-at-Large will perform duties as delegated by the President.
The Executive Committee will meet as needed, but 6 times per calendar year at a minimum.
Quorum. Five of seven representatives on the Executive Committee must be present to constitute a quorum for the transaction of business. A member of the Executive Committee may participate in a meeting of the membership in person or remotely such that all meeting participants can communicate simultaneously with one another. Such participation will be deemed presence for purposes of determining a quorum and for the transaction of business.

Article 5. Committees

5.1 FISSPAK Standing Committees

The FISSPAK will establish standing committees that are central to its mission and work. Only members of the Board of Directors are eligible to serve as a Chair of a committee. Individuals who are not on the Board of Directors but who are members of a FISSPAK society are eligible to serve on a committee. At present, the FISSPAK standing committees include the following:

5.1.1 The Executive Committee consists of FISSPAK Officers who perform its executive functions.

5.1.2. The Nominations Committee is appointed by the Executive Committee. It oversees the nomination process and presents a slate of two candidates for each open office on the Executive Committee to the Board of Directors.

5.1.3. The Membership Committee is appointed by the Executive Committee and oversees the nomination process, and presents a slate of candidates for inclusion as member societies in the FISSPAK to the Board of Directors.

5.2 Ad hoc Committees

The FISSPAK President, with the approval of the FISSPAK Board of Directors, may establish ad hoc committees to address matters of importance to the FISSPAK mission and work. These ad hoc committees may become standing committees.

5.3. Committees

Committees will develop an operational code, which is subject to approval by the Executive Committee. Committees will revise the code when necessary.

Article 6. Meetings of the FISSPAK

6.1 Meetings of the Board of Directors

Meetings of the Board of Directors will be held as outlined in Article 4.1.

6.2 Meetings of the Executive Committee

Meetings of the Executive Committee will be held as outlined in Article 4.2.

6.3 Meetings of Standing and Ad hoc Committees

Standing and ad hoc committees will meet as needed, based on the discretion of their members and in consultation with the Executive Committee.

6.4 Other Meetings of the FISSPAK

The Board of Directors, in consultation with the Executive Committee, may call other meetings of the FISSPAK, including conferences and special gatherings, as needed to advance the FISSPAK’s mission and work.

Article 7. Election of Officers

7.1 Election Process

The Officers of the FISSPAK, including the President-Elect, Secretary, Treasurer, and Members-at-Large, will be elected by the Board of Directors. Elections will be conducted in accordance with procedures established by the Board of Directors.

7.2 Nominations

A Nominations Committee, appointed by the Executive Committee, will oversee the nomination process and present a slate of two candidates per open office to the Board of Directors.

7.3 Terms

Terms of office commence on January 1 following an election process that takes place during the final quarter of the previous calendar year. Length of terms for specific offices are outlined in Article 4.2 of the bylaws.

7.4 Election Method

Elections will be conducted by ballot, either electronically or in-person, as determined by the Board of Directors. A candidate receiving a majority vote of the Board of Directors members present and voting will be declared elected. In the case of a tie, the Past-President will cast the deciding vote.

7.5 Vacancies

Vacancies in Executive Committee offices that occur outside of the normal election cycle and the transfer of Officers on January 1 will be filled as outlined in Article 4.2 of the Bylaws.

7.6 Eligibility for Re-Election

Officers will be eligible for nomination to another office only during their final year in office. An individual may be elected to serve consecutive or non-consecutive terms in the same office.

Article 8. Policy statements and operating procedures

8.1 Governance Policy

The business of the FISSPAK Board of Directors and all committees may be governed by procedures outlined in the current edition of Robert’s Rules of Order, as deemed appropriate by the presiding officer, provided that such procedures do not conflict with these Bylaws or applicable law.

8.2 Conflict of Interest Policy

At the beginning of any meeting, Board of Directors members and committee members shall disclose any conflict of interest as defined in the organization’s Conflict of Interest Policy.

8.3 Whistleblower Policy

This organization is committed to lawful and ethical conduct in all its activities. The organization’s Whistleblower Policy, detailed in the Policies and Procedures Manual,encourages directors, officers, employees, and volunteers to report credible information about suspected illegal practices, financial impropriety, accounting irregularities, misuse of organizational resources, or violations of adopted organizational policies without fear of retaliation. This includes, but is not limited to, unsafe conditions, discrimination, harassment, and fraudulent accounting.

8.4 Document Retention and Destruction Policy

The organization’s Document Retention and Destruction Policy, detailed in the Policies and Procedures Manual, states that FISSPAK will create, maintain, and dispose of its documents and records in accordance with applicable federal and Delaware state laws and regulations, to ensure operational efficiency, preserve important historical information, and comply with legal obligations. This policy will apply to all physical and electronic records generated or received by the organization’s staff, volunteers, and board members.

Article 9. Amendments

9.1. Amendments to these Bylaws may be proposed by any member or committee of the FISSPAK.

9.2. All members of the FISSPAK Board of Directors will be provided the proposed amendment at least 60 days before it is discussed at the Board meeting.

9.2.1. An amendment will require a vote of approval of no fewer than three-fourths of the voting members of the Board of Directors.

Article 10. Miscellaneous Provisions

10.1 Rights of Proprietorship: Membership in the FISSPAK is a privilege and not a property right. No member will have any ownership or property right in the funds, property, or other assets of the FISSPAK.

10.2 Earnings of the FISSPAK: No part of the net earnings of the FISSPAK will inure to the benefit of, or be distributed to its Directors, Officers or other private persons, during its existence, or at its termination, except that the FISSPAK will be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its purposes.

10.3. Indemnification: Each person who was or is a defendant or respondent, or is threatened to be made a defendant or respondent, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal (hereinafter “Proceeding”), by reason of the fact that they are or were a director or officer of the FISSPAK, will be indemnified and held harmless by the FISSPAK to the fullest extent permitted by the laws of the State of Delaware, though not in excess of the actual amount of the FISSPAK’ s available insurance coverage for such action, suit or proceeding, against all costs, charges, expenses, liabilities, and losses (including reasonable attorneys’ fees, judgments, fines, taxes, or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith, except in the event of gross negligence, willful or intentional misconduct or a knowing violation of criminal law, and such indemnification will continue as to a person who has ceased to be a Director, Officer or employee and will inure to the benefit of their heirs, executors and administrators. However, in the event of a settlement, the indemnification herein will apply only when the Board of Directors approves such settlement and reimbursement as being in the best interests of the FISSPAK.

10.4. Dissolution: In the event the FISSPAK is dissolved voluntarily or involuntarily, all the assets, funds, equipment, records, etc. will revert to a similar non-profit organization or organizations for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code as the Board of Directors will resolve. The Board of Directors will determine which organization(s) will receive the FISSPAK’s assets. Any such assets not so disposed of, will be disposed of by a Court of competent jurisdiction, located in the County in which the principal office of the FISSPAK is then located, exclusively for such purposes or to such organization or organizations, as said Court will determine, but which are organized and operated so as to qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.