Constitution

An association within the meaning of Articles 60 et seq. of the Swiss Civil Code (“CC”) is hereby created under the name “Federation of International Mixed Martial Arts (FIMMA)”, hereinafter referred to as the “Federation” or “FIMMA”.

The Federation is created for an indefinite period of time.

The Federation’s seat is in Switzerland, at a location to be determined by the Executive Board (the “HQ”).

The Federation is registered with the Register of Commerce.

The purpose of the Federation is to serve as the world governing body for Mixed Martial Arts, dedicated to elevating, promoting, developing, and celebrating the sport globally. The Federation advances excellence and safeguards athletes while supporting the sport’s sustainable growth and integrity. In doing so, it upholds the values of Olympism and contributes to a more peaceful, inclusive, and respectful world through sport practiced with fairness and responsibility.

The Federation may pursue all lawful activities to achieve its purpose.

In particular, the Federation undertakes:

1. a.

   To ensure the promotion and growth of Mixed Martial Arts through the development of National Mixed Martial Arts Federations in all countries/regions.

2. b.

   To act as the governing body for Mixed Martial Arts and encourage the holding of world and regional Mixed Martial Arts events, games, or championships under its Members’ respective jurisdictions.

3. c.

   To promote, organize, supervise and monitor world or regional Mixed Martial Arts events or games sanctioned by the Federation.

4. d.

   To encourage the construction of physical facilities and improve the standard of performance in the spirit of fair play within its Member’s respective jurisdictions.

5. e.

   To co-operate with public authorities and private enterprises in the promotion of sport without prejudice to the principles of the sport of Mixed Martial Arts.

6. f.

   To take disciplinary action against any Member or its employees, representatives, officials and competitors for misbehaviour or whose conduct or action is prejudicial to the well-being, reputation and interests of the FIMMA.

7. g.

   To, as far as practically possible, take on the responsibility in solving sporting problems that may arise within the countries/regions, or territories in FIMMA jurisdictions, among Members and others.

8. h.

   To act against any form of discriminations affecting the sport of Mixed Martial Arts.

9. i.

   To oppose any political or commercial abuse of the sport of Mixed Martial Arts and its athletes.

10. j.

    To encourage and support the promotion of women participation in the sport of Mixed Martial Arts at all levels.

11. k.

    To fight against doping and all sorts of prohibited substances, by adopting a pro-active approach and implementing the World Anti-Doping Code.

12. l.

    To assist, guide, encourage and provide necessary assistance, administrative or financial, wherever possible, to the promotion, development and celebration of the sport of Mixed Martial Arts at grass root levels.

13. m.

    To obtain and maintain recognition by the International Olympic Committee as the international organization governing Mixed Martial Arts following the ideals and principles of the Olympic Movement; conforming with the Olympic Charter.

14. n.

    To do all things necessary to fulfil the purpose of the Federation.

Resources of the Federation may come from donations, legacies, sponsorships, partnerships, public subsidies, revenues generated by the Federation’s assets, as well as any other resources authorized by law.

The Federation is an independent, international, non-governmental not-for-profit organization.

In order to fulfil its mission and carry out its role, the Federation may establish, acquire or otherwise control other legal entities such as foundations or corporations.

The Federation may take all appropriate steps to obtain legal protection for itself, on both national and international basis, for the rights over the FIMMA Events, Games, or Championships and over any FIMMA property (including intellectual property).

The FIMMA logo shall be the sole property of the FIMMA and cannot be used without the prior consent of the FIMMA.

The Federation’s events are the exclusive property of the Federation who shall own all rights (including intellectual property rights) and data relating thereto in particular, and without limitation, all rights relating to their organisation, exploitation, broadcasting, recording, promotion, representation, reproduction, access, archiving and dissemination in any form and by any means or mechanism whatsoever, whether now, existing or developed in the future. The Federation shall have the sole discretion to determine the conditions of access to and the conditions of any use of data relating to the FIMMA Events and related activities.

The Federation, in its sole discretion, may authorise the broadcasters of the FIMMA Events to use the FIMMA logo, or other FIMMA intellectual property for promotion purposes.

The FIMMA Events marks are the property of the Federation and must be created by an Organizing Committee or the Local Organizing Committee, subject to the prior written approval of the Federation.

The FIMMA logo must be included in all Organizing Committee or Local Organizing Committee, as applicable, properties, media plan and displayed in the FIMMA Events venues. It should be included in its entirety and must not be altered in any way.

Any protection of the Federation or FIMMA Events intellectual property from the National Federations or Local Organizing Committee cannot be invoked against the Federation.

The use of the Federation or FIMMA Events intellectual property for any advertising, commercial or profit-making purposes whatsoever is subject to and must be in accordance with the Federation’s conditions and approval.

All contracts or arrangements concerning the FIMMA Events by the Organizing Committee or Local Organizing Committee, as applicable, must be approved and signed by the Federation.

All the Federation’s intellectual properties can be used by Organizing Committee or the Local Organizing Committee, as applicable, thirty (30) days after conclusion of the FIMMA Events.

All digital and printed materials, and all other requisite IT systems related to the Organizing Committee or Local Organizing Committee, as applicable, and its championships promotion before and during the FIMMA Events are the sole property of the Federation. The Organizing Committee or Local Organizing Committee, as applicable, must hand over any and all materials relating to the same to the Federation’s HQ within thirty (30) days from the closing ceremony/ end of event.

The Local Organizing Committee and the National Federation of the host city and country/region, jurisdiction or territory shall ensure that the procedure for designation of the Federation as owner of the copyright on any ceremonial, cultural and musical works is specifically commissioned in connection with the FIMMA Events. Neither the Local Organizing Committee nor the National Federation shall use such materials before, during or after the FIMMA Events without approval of the Federation unless as provided in the Constitution.

Where a national law or a trademark registration or other form of legal instrument grants legal protection to a National Federation who is a Member for the FIMMA logo or any other FIMMA intellectual property, such National Federation may only use the ensuing rights in compliance with the FIMMA Constitution and with instructions received from the Federation.

A Member who is a NF is responsible to the Federation for the protection and observance, in its respective country/region, jurisdiction or territory, of all intellectual property of the Federation. It shall take steps to prohibit any use of any intellectual property which would be contrary to the Constitution or any applicable rules of the Federation. Where applicable, the NF who is a Member shall also endeavour to obtain, for the benefit of the Federation, adequate and necessary protection of the aforementioned intellectual property.

Where a national law or a trademark registration or other form of legal instrument grants legal protection to a NF who is a Member for the FIMMA logo or any other FIMMA intellectual property, such NF may only use the ensuing rights in compliance with the FIMMA Constitution and with instructions received from the Federation.

Membership of the Federation shall consist of:

1. a.

   Ordinary Full Members

2. b.

   Ordinary Members

3. c.

   Associate Members

4. d.

   Individual Members (20)

5. e.

   Athlete Members (10)

6. f.

   Honorary Members

7. g.

   Honorary Life Members

There can only be one (1) Ordinary Full Member per country/region, and no other Ordinary or Associate Member will be recognised. In countries/regions with no Ordinary Full Member, there can only be one (1) Ordinary or Associate Member per country/region.

The sole and exclusive authority of a Member to govern Mixed Martial Arts at national/regional level will extend as far as the political boundaries of the country/region that it represents. Where a National Olympic Committee exists, the Federation will refer to the area of jurisdiction of the National Olympic Committee for any given country, as recognised by the IOC. In case of conflict with respect to the area of jurisdiction of a Member, which cannot be solved by referring to the area of jurisdiction of the National Olympic Committee, the Executive Board will decide in its discretion.

The Executive Board has exclusive authority to admit Continental Federations into the Federation. The specific terms of reference will be provided in the bye-laws.

Ordinary Full Members

1. a.

   An Ordinary Full Member recognised by the Federation must be a National Federation recognised by its respective National Olympic Committee. If no recognised National Federation for MMA exists then the respective National Olympic Committee can be the recognised Ordinary Full Member.

2. b.

   Any Ordinary Member may be eligible to become an Ordinary Full Member upon meeting the following requirements:

   1. i.

      Ordinary Full Member must have been charged with the leadership and management of the sport in its country/region by the applicable government ministry, sporting authority and/or National Olympic Committee and claim the exclusive right to govern Mixed Martial Arts in its country/region.

   2. ii.

      Ordinary Full Member may be required present its Constitution, Regulations and annual accounts to the Federation’s Executive Board.

   3. iii.

      Ordinary Full Member must compete in international competitions in both male and female category.

   4. iv.

      Ordinary Full Member must have organised, under its auspices, regulated competitions and implemented referee and coach development systems, as part of a published development strategy.

   5. v.

      Ordinary Full Member must demonstrate a working plan to develop, support and execute its high-performance programmes, specifically for national athletes participation in FIMMA Events.

3. c.

   Ordinary Members must submit their application for Ordinary Full Membership to the Executive Board for review. Applications will be approved by the President and Ordinary Full Membership will be granted subject to ratification by the Executive Board.

Ordinary Members

1. a.

   An Ordinary Member recognised by the Federation must be a National Federation recognised by its respective National Olympic Committee. If no recognised National Federation for MMA exists then the respective National Olympic Committee can be the recognised Ordinary Member.

2. b.

   Any Associate Member may be eligible to become an Ordinary Member upon meeting the following requirements:

   1. i.

      Ordinary Member must have been charged with the leadership and management of the sport in its country/region by the applicable government ministry, sporting authority and/or National Olympic Committee and claim the exclusive right to govern Mixed Martial Arts in its country/region.

   2. ii.

      Ordinary Member must present its recognition from its respective National Olympic Committee.

   3. iii.

      Ordinary Member may be required to present its Constitution, Regulations and annual accounts to the Federation’s Executive Board.

   4. iv.

      Ordinary Member must have organised under its auspices, regulated competitions and implemented referee and coach development systems, as part of a published development strategy.

   5. v.

      Ordinary Member must demonstrate a working plan to develop, support and execute its high-performance programmes, specifically for national athletes participation in FIMMA Events.

3. c.

   Associate Members must submit their application for Ordinary Membership to the Executive Board for review. Applications will be approved by the President and Ordinary Membership will be granted subject to ratification by the Executive Board.

4. d.

   Ordinary Members may apply for Ordinary Full Membership.

Associate Members

1. a.

   An Associate Member recognised by the Federation must be a National Federation recognised by its respective National Olympic Committee. If no recognised National Federation for MMA exists then the respective National Olympic Committee can be the designated Associate Member.

2. b.

   National Federations/National Olympic Committees may apply for membership as an Associate Member. Applications will be considered and approved by the Executive Board and ratified by the General Assembly. The following requirements must be met:

   1. i.

      Associate Members may be required to present their Constitution, Regulations and Annual Accounts to the Executive Board.

   2. ii.

      Associate Members must provide a working plan to promote elite athlete engagement within the Federation’s governance.

   3. iii.

      Associate Members must have a stated mission and purpose to develop the sport.

   4. iv.

      Associate Members must have a stated mission and purpose to develop high performance and/or international competitive initiatives.

3. c.

   Associate Members may apply for Ordinary Membership.

4. d.

   Subject to article 6.7(a), National Federations and National Olympic Committees present at the Founding Meeting shall automatically become Associate Members of the Federation.

Individual Members

1. a.

   Individual Membership is open to all individuals who have rendered outstanding service to the Federation, or have excelled in the sport or have contributed significantly to the growth of the sport of Mixed Martial Arts. Such individuals may be appointed as Individual Members on the recommendation and approval of the Executive Board.

2. b.

   Persons who are below 18 years of age shall not be accepted as members without the written consent of their parent or guardian.

3. c.

   Individual Members shall have the right to vote and stand for election at the GA. The total number of Individual Members of the FIMMA shall not exceed twenty (20) at any time.

Athlete Members

1. a.

   Athlete Membership is open to all individuals who are active or retired martial arts athletes. Such individuals may be appointed as Athlete Members on the recommendation and approval of the EB.

2. b.

   Persons who are below 18 years of age shall not be accepted as members without the written consent of their parent or guardian.

3. c.

   Athlete Members shall have the right to vote and stand for election at the GA. The total number of Athlete Members of the Federation shall not exceed ten (10) at any time.

Honorary Members

1. a.

   Honorary Membership is open to any individual or corporate entity which has rendered outstanding service to the Federation or has excelled in the sport or has contributed significantly to the growth of the sport of Mixed Martial Arts.

2. b.

   Such individuals or entities may be appointed as Honorary Members on the recommendation and approval of the EB.

3. c.

   Honorary Members have no right to vote or stand for election at the GA but shall have the right to attend a GA. Only one (1) representative per Honorary Member may be present at the GA.

Honorary Life Members

1. a.

   The President has the right to appoint Honorary Life Members.

2. b.

   Honorary Life membership is open to individuals and corporate entities who have rendered outstanding service in furtherance of the fundamental purposes of the Federation. Such appointments are subject to the approval of the Executive Boad.

3. c.

   Such individuals or entities may be appointed as Honorary Life Members on the recommendation and approval of the EB.

4. d.

   Honorary Life Members have no right to vote or stand for election at the GA but shall have the right to attend a GA.

Rights of Members

1. a.

   An Ordinary Full Member, Ordinary Member and Associate Member shall be the official body for all matters relating to the Federation and the FIMMA Events in its own country/region, jurisdiction or territory. All arrangements concerning the participation of a country/region, jurisdiction or territory represented by an Ordinary Full Member, Ordinary Member and Associate Member in the FIMMA Events and all communication on such matters shall be addressed to that Member.

2. b.

   Only (a) Ordinary Full Members, (b) Individual Members, and (c) Athlete Members shall have voting rights at the GA. The other Members do not have voting rights at the GA. Individual Members, Athlete Members and authorised representatives of Ordinary Full Members shall also have rights to hold office.

3. c.

   Each voting Member shall have only one (1) vote irrespective of the number of representatives (where applicable) present at any GA and shall only be exercised at the GA. There will be no voting by proxy.

4. d.

   Each Ordinary Full Member is entitled and encouraged to nominate no more than two (2) representatives to attend the GA. The voting right of each Ordinary Full Member shall be exercised by its authorised representative. The nominated representatives of each Ordinary Full Member should be nationals of the respective countries/regions, jurisdictions or territories of the NF that the Ordinary Full Member belong to and be members of the respective NFs.

5. e.

   Any Member may withdraw from membership of the Federation at the end of any financial year provided it has given the Federation at least three months’ notice in writing of such withdrawal.

Obligations of Members:

1. a.

   Every Member of the Federation will strictly adhere to the Constitution. The articles of the Constitution or any decision of the EB will be binding on all Members of the Federation. Failure to adhere to the Constitution and the decisions of the EB may result in sanctions such as suspension or disqualification, as determined by the Federation and/or the EB.

2. b.

   A Member that does not adhere to the fundamental principles, general objects, as laid down in the Constitution and the decisions of the EB, shall forfeit its recognition by the Federation and its right to send participants to the FIMMA Events. Failure to conform to the fundamental principles, objects and rules, may result in a warning, censure, fine or suspension for a definite period to be decided and approved by the EB.

3. c.

   Each Member shall strictly adhere to the principle of the autonomy of sports as per the Olympic Charter and the FIMMA Constitution. The Federation may send observers to ensure that the NF’s elections are conducted as per its approved NF statutes and that there is no direct or indirect interference from a third party. The EB shall have the right to not recognise any board of directors of an NF who violates the FIMMA Constitution. Any such non-recognised person or NF body by the Federation shall have no rights under the Constitution including, but not limited to, participation in any of the FIMMA Events or FIMMA activities. This shall include referring a dispute with the Federation to CAS.

4. d.

   Each Member must ensure that its own members recognise the Federation and adhere to its constitution and rules.

5. e.

   When a final conviction by a competent court of law is issued against a Member (or such individuals representing or comprising the Member), in respect of an offence which is of serious nature as determined by Federation under its bye-laws and regulations or under international laws or a violation of its NF/NOC approved statutes, as applicable, or a violation of FIMMA Constitution, that Member shall resign immediately or otherwise be suspended by a decision of the EB, and where applicable procures that the aforementioned individual will not be eligible to participate in any event or contest in any elections of their respective NF. If such Member or individual representing or comprising the Member is also a member of Federation Committees/Commissions or EB, then they will immediately resign from their respective membership, failing which they will be suspended by the Federation by notification.

6. f.

   Any Ordinary Full Member, Ordinary Member or Associate Member (or such individuals representing or comprising the Ordinary Full Member, Ordinary Member or Associate Member), whose conduct/behaviour is in violation of its own approved NF or NOC Statutes/FIMMA Constitution may result in sanctions such as suspension or disqualification, as determined by the EB. The EB shall specify the length of the suspension of the Ordinary Full Member, Ordinary Member or Associate Member. An Ordinary Full Member, Ordinary Member or Associate Member that is suspended or disqualified by the EB may appeal to the GA. The suspension or disqualification handed down by the EB against the Member appealing shall remain in force until a successful appeal to the GA.

7. g.

   In any case, before any decision is taken to sanction any Member, the EB will give the Member due notice and an opportunity to be heard (by written submission unless otherwise determined by the EB) before making any such decision.

8. h.

   Each Ordinary Full Member, Ordinary Member and Associate Member must be completely independent, autonomous, and in a position to resist all political, religious or commercial pressure.

9. i.

   An Ordinary Full Member, Ordinary Member or Associate Member is required to participate in the FIMMA Events. An Ordinary Full Member, Ordinary Member or Associate Member may lose its membership and voting rights (where applicable), as decided by the EB, if it decides not to participate in the FIMMA Events or withdraws its team partially, or as a whole, without any valid reason.

10. j.

    Government or other public authorities shall not nominate any Member of the Federation.

11. k.

    Government or other public authorities’ representatives may be invited to attend the meetings of the FIMMA Committees, without any voting rights.

12. l.

    The Federation and/or any of its Members shall not discriminate in any way against any other Member. No employee, representative, official or competitor of a member shall, on the grounds of colour, disability, religion or politics, be subjected to any discrimination or vexation. Accordingly, any Member’s entry and participation in the FIMMA Events or attendance in any meeting of the Federation and its Committees shall not be subject to restrictions or conditions based on any of the aforesaid grounds.

Entrance fees shall be payable within two (2) weeks of approval of membership on a one-time basis. In the event that the entrance fees are not paid within the stipulated time, the membership shall be automatically revoked.

Annual membership fees shall be payable in advance within the first month of the calendar year. Any Member who fails to pay the membership fee within one (1) month from the due date may have its membership suspended by the EB. Suspended Members shall not be entitled to any of the rights and privileges of membership.

The EB shall determine (and vary) the entrance fees and annual membership fees from time to time, subject to ratification by the GA.

Any suspended Member may be reinstated if his outstanding dues are paid within three (3) months from date of suspension. After three (3) months from the date of suspension has passed, suspended Members shall lose their membership and will have to re-apply for membership.

The income and property of the Federation whensoever derived shall be applied towards the promotion of the Objects of the Federation as set forth in the Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the persons who at any time are or have been Members of the Federation or to any of them or to any person claiming through any of them.

The statutory bodies of the Federation are:

1. a)

   The General Assembly of FIMMA (“GA”).

2. b)

   The Executive Board of FIMMA (“EB”).

3. c)

   The FIMMA President (the “President”).

4. d)

   The External Auditors, insofar as required by Swiss law.

The General Assembly (“GA”) is the supreme authority of the FIMMA within the meaning of article 64 et seq. CC. The General Assembly is composed of all the Members. An annual GA shall be held within six (6) months from the close of its financial year.

These meetings shall be called “Ordinary GA”. Subject to the provisions of this Constitution, sixty (60) days’ written notice together with agenda for the Ordinary GA shall be circulated by the President to all Members.

The agenda for the Ordinary GA shall include the items below (amongst other things) and in the following sequence:

1. a)

   Roll Call;

2. b)

   Welcome Address by President;

3. c)

   Report by President;

4. d)

   Report by the Vice Presidents;

5. e)

   Reports by the Chairmen of the Standing Committees;

6. f)

   Receive and approve the annual report and audited statement of accounts of the Federation for the preceding year;

7. g)

   Admission or expulsion of Members to the FIMMA which will be ratified by the GA under the Constitution;

8. h)

   Election of the President every eight (8) years, renewable for four (4) years;

9. i)

   Election of the Treasurer, 4 Vice-Presidents and 10 Ordinary Board Members every four (4) years;

10. j)

    Appointment of an internationally reputable auditor to carry out an annual audit of the Federation’s accounts as well as ensuring that the statutory rules of the Federation are respected;

11. k)

    Next Meeting date and venue;

12. l)

    Miscellaneous.

The quorum for an Ordinary GA will be 50%+1 of all eligible voting Members.

An Extraordinary GA may be called at any time by the President at his discretion. It may also be called at the written request of not less than one-fifth (1/5) of all eligible voting Members, no later than sixty (60) days after receiving the request for an Extraordinary GA. The President or the Director General/Secretary will circulate written notice of the Extraordinary GA to all voting Members thirty (30) days before the Extraordinary GA, details which include the place, date and agenda of the Extraordinary GA. The quorum for the Extraordinary GA will be two-thirds (2/3) of the eligible voting Members.

If the Executive Board does not within sixty (60) days after the date of the receipt of the written request proceed to convene an Extraordinary GA, the Members who requested for the Extraordinary GA shall convene the Extraordinary GA by giving ten (10) days’ notice to voting Members setting forth the business to be transacted and simultaneously posting the agenda on the Federation’s notice board.

Members can propose other items in addition to the agenda circulated by the President or Director General/Secretary before the Extraordinary GA. All agenda items proposed by Members and which have been duly notified to Members in accordance with Article 11.5 shall be dealt with at the Extraordinary GA. The President or Director General/Secretary shall circulate the additional agenda items to all Members not later than thirty (30) days before the Extraordinary GA.

The Chairperson of the GA, upon a written request from any voting Member, may permit the inclusion of a new item in the agenda provided that prior written notice of such agenda item is given to all Members ten (10) days before the GA. No decision on such an item will, however, be valid unless passed by a two-thirds (2/3) majority of Members present and voting.

Except as otherwise provided in this Constitution, a simple majority of votes cast (50%+1) taken at a GA will decide all matters of a GA. In the event of a deadlock, the Chairperson of the meeting may exercise his casting vote.

No alteration or addition/deletion to this Constitution shall be passed except at an Ordinary GA and with the consent of two-thirds (2/3) of the voting Members present and voting at the Ordinary GA.

All matters of procedures at meetings of the GA, not provided for in this Article, shall be decided by the Chairperson of the meeting unless there is an appeal in the GA.

The GA can be held in person and/ or online by electronic means (including a hybrid meeting). The online registration for the GA will close fifteen (15) days before the actual date of the event. No registration will be accepted after the closing of the deadline.

The identity/accreditation for the GA and other FIMMA events remain the sole property of the FIMMA at all times and shall be issued to Members and withdrawn by the FIMMA at any time at its sole discretion.

In the event of there being no quorum at the commencement of a GA, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend any part of the existing Constitution.

At the beginning of any GA, the Chairperson shall appoint a person to take the minutes of the GA (the “Secretary”). Such minutes will be approved at the next Ordinary GA.

The Executive Board (“EB”) is a body constituted for the effective control, governance, administration and business of the Federation. The EB shall meet at least once a year for discharging their duties. The decisions taken by the EB will be forwarded to the GA for information or ratification, as applicable.

The EB shall consist of up to fifteen (15) voting Members alongside the Director General/Secretary and Deputy Director General/Assistant Secretary with no voting rights:

1. a)

   President.

2. b)

   Four (4) Vice Presidents.

3. c)

   Ten (10) Ordinary Board Members.

4. d)

   Director General/Secretary, and the Deputy Director General/Assistant Secretary without vote.

The EB Members shall not receive any remuneration whatsoever for their activities. The EB will determine the conditions for reimbursement of actual expenses incurred in connection with EB activities.

During the Founding Meeting, Members of the EB shall be appointed by the President.

The EB has the sole discretion to admit, suspend or propose the exclusion of Members in accordance with the applicable rules of this Constitution.

The EB shall monitor the establishment and implementation of the annual business plan and the long-term strategic plans of the Federation.

The EB shall issue decisions on the application of FIMMA Rules, in cases which are not delegated to a specific body.

The EB shall approve the development of the athletes, officials, referees and the sports and competition programs at the recommendation of the various FIMMA Committees.

The EB shall approve expenditure and the budget for the next calendar year, which must be reported at the GA.

The EB shall supervise the FIMMA Events and hold meetings with the OC preferably in their respective hosting cities if needed.

The EB shall decide on all FIMMA Events marketing, sales of television and broadcasting rights and other commercial issues.

The EB has the authority to withdraw any FIMMA Events from an OC in the event of noncompliance of the FIMMA Constitution, host city contract, guidelines and other regulation or instructions of the FIMMA.

The EB shall nominate the representatives of the FIMMA on the OCA/ continental, international and other sports bodies.

The EB shall determine the FIMMA headquarters and/or branch office of the FIMMA.

The EB shall determine the host country/region, jurisdiction or territory for allotment of the FIMMA Events.

The EB shall issue the FIMMA bye-laws for all the Federation business.

The EB shall do all other acts as are consistent with the Objects and interests of the FIMMA or as may be delegated by the GA from time to time.

In the absence of the President, or while he/she is unable to act, the First Vice President (“1st VP”) will perform the duties and functions of the President and act in his/her place. In case of the absence of the President and AMMA 1st VP, the second Vice President (“2nd VP”) will perform the duties and functions of the President and act in his/her place.

If the President dies or vacates office, the work of the office will be carried on in accordance with the procedure set out in Article 12.17 until a new President is elected at a GA which must be convened by the Director General/Secretary within sixty (60) days of the President’s death or vacation of office. If the office of the Director General/Secretary falls vacant during the term, it shall be lawful for the President to nominate a temporary Director General/Secretary to perform the duties and functions of the office.

Any vacancy on the EB for any reason will be filled by the President.

The President may at his/her discretion, appoint advisors who shall sit as ex-officio members of the EB. Such advisors shall be Individual Members and shall not have any voting rights.

The EB meeting shall be held at least once a year on a regular basis. The EB meeting can be held in person and/ or online by electronic means (including a hybrid meeting). A minimum of fifteen (15) days written notice by letter, fax, telex or e-mail, will be given by the President or Director General/Secretary to all its EB Members for the annual EB Meeting. Extraordinary EB meetings shall be held within three (3) days after a requisition is received from Fifteen (15) EB Members, or upon request of the President.

The agenda for the annual EB meeting shall include the items below (amongst other things) and in the following sequence:

1. a)

   Roll Call.

2. b)

   Welcome Address by President.

3. c)

   Report by President.

4. d)

   Report by Vice Presidents.

5. e)

   Approval of Audited Statement of Accounts.

6. f)

   Next Meeting date and venue.

At least one half (1/2) of EB Members must be present to form a quorum for an EB Meeting. At the time of the opening of the meeting, if a quorum is not present within sixty (60) minutes, the meeting shall be adjourned to such time and place which the President shall in his/her sole discretion determine. For an adjourned meeting of the EB, a revised notice with the same notice requirements stipulated under Article 12.21, shall be issued to all EB Members and at the adjourned EB, any two (2) EB Members present shall form a quorum.

At the beginning of each EB meeting, the President shall appoint a person to take the minutes of the EB meeting (the “Secretary”).

The candidates who can stand or be appointed for any of the following offices must satisfy the following conditions:

President

1. a)

   He/she must be a citizen of the country/region of an Ordinary Full Member; and

2. b)

   Nominated by at least two (2) recognised Ordinary Full Members.

Vice Presidents and Ordinary Board Members

1. a)

   Must be a person nominated by their respective NFs or Ordinary Full Members; and

2. b)

   He/she must be a citizen of the country/region, jurisdiction or territory of any of the Ordinary Full Member.

Director General/Secretary and Deputy Director General/Assistant Secretary

1. a)

   The President shall propose the names of the Director General/Secretary and the Deputy Director General/Assistant Secretary and such appointments must be approved by the EB;

2. b)

   Must have the requisite experience and skills set for the office and has sufficient experience and knowledge of international mixed martial arts; and

3. c)

   Must speak the English language.

All Presidents of the Federation, on completion of a minimum of one (1) term of office and not elected for another term, shall ipso facto become Honorary Life Presidents upon termination of the said term.

The President has the right to appoint Honorary Life Presidents, Honorary Life Vice Presidents and Honorary Life Members to those who have rendered outstanding service in furtherance of the fundamental principles and Objects of the FIMMA. Such appointments are subject to the approval of the EB.

All Honorary Life Presidents, Honorary Life Vice Presidents and Honorary Life Members may be invited by the President to attend the GA and other meetings but shall have no voting rights.

President of the Federation

1. 15.1.1

   The President is elected by secret poll by the GA. He/she is solely responsible for the management and all activities of the Federation. He/she is the official spokesman of the Federation.

2. 15.1.2

   The President may take any action or decision on behalf of Federation when circumstances prevent him from being taken by the GA or the EB.

3. 15.1.3

   If the President is unable to fulfil the duties of his/her office, the 1st VP will perform the duties and functions of the President and act in his/her place. In case of the absence of the President and 1st VP, the 2nd VP will perform the duties and functions of the President and act in his/her place.

4. 15.1.4

   President’s tasks and duties:

   1. a.

      Preside over the GA and the EB meetings.

   2. b.

      Represent the Federation at continental and international sports meetings or name a representative on his/her behalf, if this is permitted.

   3. c.

      Delegate all or part of his/her powers to the 1st VP, Director General/Secretary where necessary.

   4. d.

      Approve minutes of all meetings and other proceedings and sign the decisions of the GA and EB.

   5. e.

      Ensure and supervise all the work of all the committees formed by the Federation.

   6. f.

      Propose the names of the Chairperson and the members of the standing committees to the EB. Establish ad hoc commissions and advisors whenever necessary, and establish their terms of reference.

   7. g.

      Convene the meeting of all Standing Committees, ad hoc commissions and to preside the meeting during his attendance.

   8. h.

      Do all other things as may be required for the fulfilment of the objects of the FIMMA and the directives of the EB.

   9. i.

      Invite any individual to the GA and the EB meetings.

   10. j.

       In case in the absence of the President, Article 15.1.3 shall be implemented.

Treasurer

1. 15.2.1

   The Treasurer is appointed by the President and ratified by the EB. The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Federation and shall keep an account of all monetary transactions and shall be responsible for their correctness.

2. 15.2.2

   The following three (3) persons will be the authorised signatories of the Federation for financial and monetary transactions (cheques, withdrawals from the bank, etc.):

   1. a)

      President/a person nominated by President

   2. b)

      Director General/Secretary.

   3. c)

      Treasurer.

3. 15.2.3

   The number of signatories required for signing (whether singly or jointly) and their respective limits of authority (amounts of the transactions, etc.) shall be determined by the EB.

Vice Presidents

1. 15.3.1

   The four (4) Vice Presidents are elected by secret poll by the GA.

2. 15.3.2

   The four Vice Presidents are elected in the following order:

   1. a)

      1st Vice President.

   2. b)

      2nd Vice President.

   3. c)

      3rd Vice President.

   4. d)

      4th Vice President.

3. 15.3.3

   The Vice Presidents’ duties and functions shall be assigned by the Constitution, the President, the EB and/or the GA.

4. 15.3.4

   The Vice Presidents must hold meetings with the NFs in their respective zones at the time of the GA or during championships to strengthen sporting relations.

Ordinary Board Members

1. 15.4.1

   Ordinary Board Members must participate actively in the EB meetings.

2. 15.4.2

   The ten (10) Ordinary Board Members are elected by secret poll by the GA.

Director General/Secretary

1. 15.5.1

   The Director General/Secretary and Deputy Director General/Assistant Secretary are appointed by the EB on the recommendation of the President on the terms and conditions of his/her agreement with the Federation. The Director General/Secretary shall remain in office until the end of his/her agreement with the Federation or terminated such agreement by the President and shall be responsible for the following:

   1. a.

      The running of day-to-day administration and managing the financial affairs of the Federation’s HQ, in accordance with the decisions of the GA, EB, and the FIMMA financial guidelines under the supervision and guidance of the President.

   2. b.

      Sanctioning expenditures as prescribed, in the financial guidelines as approved by the EB.

   3. c.

      Appointing and dismissing the Federation’s HQ staff, subject to the approval of the President.

   4. d.

      Ensuring that the accounts of the Federation are kept in an appropriate manner and audited by an internationally reputable auditor every year and submitting to the EB the financial estimation for the next calendar year.

   5. e.

      Executing initiatives recommended by EB and assisting the EB in performing their duties.

   6. f.

      Assuming any responsibility related to the Federation and as decided by the President, the EB or the GA.

   7. g.

      Signing agreements/contracts on behalf of the Federation between the Federation and individuals/companies/consultant/legal counsel as per the decisions of the GA, EB, FC and the FIMMA financial guidelines.

   8. h.

      Establishing and circulating the agenda of the GA and EB to all relevant parties and finalizing the minutes of the respective meetings for distribution to all parties concerned.

   9. i.

      Establishing and circulating the agenda of the Standing Committees in absence of the Chairman.

   10. j.

       Being an ex-officio member of all committees of the EB.

   11. k.

       Being in charge of all day-to-day Federation communications and correspondences, and as an authorized signatory of the Federation.

   12. l.

       Subject to Article 15.5.2, in case of his/her absence, the President shall authorise one of the Federation’s executives to act on his/her behalf to be in charge for Federation communications and correspondences.

2. 15.5.2

   In case of the absence of the Director General/Secretary, the Deputy Director General/Assistant Secretary will take the duties and responsibilities of the Director General/Secretary.

The FIMMA Standing Committees may be created for the purpose of advising and/or carrying out the directions of the GA and EB, the FIMMA and/or the President as the case may be. The President establishes permanent or other standing or Adhoc FIMMA Standing Committees and working committees whenever necessary. The President also nominates the chairperson and members of such committees. Except where expressly provided otherwise in the Constitution or in specific bye-laws of regulations established by the EB, the President shall establish the terms of reference, designate all their members and decide on their dissolution once he/she deems that they have fulfilled their mandate/purpose. No meeting of any Standing Committee may be held without the prior agreement of the President except where expressly provided otherwise in the Constitution or in specific regulations established by the EB.

If the number of candidates proposed and seconded does not exceed number of vacancies to be filled, the chairperson of the GA or EB, as applicable, shall declare the candidates to be elected as members of the EB or the relevant Standing Committee (as the case may be). If the number of candidates exceeds the number of such vacancies, a vote shall be taken by secret poll.

If an election for a single appointment is contested, a secret ballot shall be taken in which each voting Member shall be entitled to cast only one vote in the GA and the candidate receiving the highest number of votes shall be declared elected.

No candidate shall be considered elected to any office unless he polls a majority of the votes cast. A fresh secret ballot shall be taken until a majority is achieved.

In case of a tie another secret ballot will be held until the tie is broken.

The tally of votes shall be the responsibility of such scrutinizers appointed by the EB.

EB Members (excluding the President, Director General/Secretary and the Deputy Director General/Assistant Secretary) shall hold office for one (1) term of four (4) years and may be eligible for re-election/re-appointment for another term upon retirement of the first term. The President shall hold office for one (1) term of eight (8) years, renewable for four (4) years once.

A person elected as an EB Member or appointed as a member of a Standing Committee may resign from his/her post if he/she is expelled from membership of his/her affiliated NF.

An individual elected as EB Member or a member of a Standing Committee is allowed to complete his/her tenure even if he/she is expelled by his/her affiliated NF or cease to be in favour.

All EB Members must provide one (1) months’ notice in writing if they wish to resign.

Unless otherwise provided in the Constitution, when the chairperson of any meeting of the Federation puts a question to the vote, he/she shall request first those in favour of the motion and then those against the motion to raise their hands, and after the results are known, shall declare whether the question is adopted or rejected.

If the majority of voting Members present in the GA demand a secret ballot, the chairperson of the GA shall elect scrutinizers from among the representatives of the Members present and shall hand over to them a voting paper or voting papers ruled in two (2) columns marked “FOR” and “AGAINST”.

The voting for the election of EB Members will always be by secret ballot. The President will appoint a scrutinizers panel to scrutinize the result.

The President may, if he/she so desires, submit to the Members a resolution for vote by post, e-mail or virtual platform. If a majority of Members vote in favour of the resolution, it shall be deemed to be carried out and shall be effective as a resolution passed at a duly convened meeting. Only votes received within the dates of voting prescribed by the President shall be deemed valid and provided that not less than 50% + 1 voting Members cast valid votes. The result of every such vote shall be communicated to all the representatives and reported to the GA at its next meeting. Postal votes may only be conducted in an emergency when the voting at the ordinary GA meeting cannot be carried out.

The GA has the supreme authority to amend or alter the Constitution. The EB has the authority to amend or alter the bye-laws and other regulations of FIMMA to take immediate effect subject to same being subsequently to the GA for ratification. If the GA does not ratify the amendments or alteration of the bye-laws and other regulations of the Federation, such amendments or alterations shall cease to take effect.

Any proposal of amendment to the Constitution can only be received from the EB and so amended in accordance with the provisions of the Constitution. The decision of the EB will then be put forward to the GA for adoption.

An amendment must be relevant to and within the scope of the motion to which it is moved.

The Constitution and the protocol of the FIMMA Events may only be altered if two-thirds (2/3) of the Members present and voting at a meeting of the GA vote in favour of the alteration, provided always the proposed amendments have been previously submitted through the EB for the consideration of the GA.

A internationally reputable firm of accountants shall be appointed as the auditors of FIMMA at each GA for a term of one (1) year and shall be eligible for reappointment.

Auditors’ duties and tasks:

1. a)

   The auditors will be required to audit each year’s accounts and present a report upon them to the GA.

2. b)

   The auditors may be required by the President to audit the FIMMA’s accounts for any period within their tenure of office at any date and make a report to the EB.

3. c)

   Unless a full audit is required under Swiss law, the auditor will perform a limited audit (review).

The financial year of the FIMMA shall be from 1st January to 31st December.

Members interested to host a GA or EB meetings must apply to the FIMMA HQ secretariat six (6) months in advance and in their letter of interest give guarantees to fulfil the following requirements:

1. a)

   To grant all the concerned Members entry visas without delay.

2. b)

   To cover all expenses to be incurred for the relevant meeting. This will include board and lodging, FIMMA transportation, translation, publication and other administrative requirements.

3. c)

   For the avoidance of doubt, the expenses to be covered must minimally include such expenses to be incurred by the EB Members, Standing Committee Members and two (2) delegates per NF and FIMMA staff in connection with their attendance at the GA or EB meeting (as the case may be).

Unless provided otherwise in this Constitution or bye-law, the Executive Board is entitled to adopt written regulations on dispute resolution procedures between the Members or between the Federation and the Members.

The Executive Board is entitled to establish an independent body to which it may delegate all or part of any of its tasks, duties and rights, under this Article 24.

For any sports-related issue a Member or individual shall be presumed innocent and no action shall be taken against the Member or individual whom the allegations are made against or the complaint is presented against, until a final decision is made against his/her favour. However, the Executive Board can suspend the Member temporarily for a maximum of 90 days until the final decision is made. A Member is free to relieve himself/herself of his/her responsibilities and duties until a final decision is made.

In the case of allegations and/or complaint of violation of the FIMMA Constitution or misbehaviour that jeopardises the reputation or interests of FIMMA, the accusing individual or organization (sport or non-sport) shall provide the necessary supporting documentation/proof to the FIMMA within a maximum of 60 days of such accusation.

For non-sports related issues, the Executive Board may take an action at its own discretion or wait for the final enforcement decision by the competent courts.

If the accusations or the complaint baseless, the FIMMA shall take all necessary measures to seek redress for the accused Member and to claim for damages to FIMMA’s reputation.

In any case, any allegation against an FIMMA Member, individual staff or EB relating to acts committed during an FIMMA activity or event shall not be challenged after five (5) years of such acts.

All disputes arising from or in connection with a final decision of a body made pursuant to the Constitution or FIMMA bye-laws must first be referred to for mediation before a committee constituted by the Federation from time to time. Failing an amicable resolution of the dispute within 90 days after the commencement of the mediation, dispute will be settled in accordance with Articles 24.9 et seq. of the Constitution.

The Federation recognises the Court of Arbitration for Sport (CAS) which will have jurisdiction to hear and determine appeals, to the exclusion of all other courts, tribunals, and arbitration bodies of any country or organisation whatsoever against any final decision of a body made pursuant to the Constitution or FIMMA bye-laws.

The CAS will resolve any matter referred pursuant to Article 24.9 definitively in accordance with the Code of Sports-Related Arbitration. CAS shall primarily apply the various rules of the Federation and, additionally, the laws of Switzerland.

The time limit for appeal is twenty-one (21) days after the commission determines that mediation has failed, pursuant to Article 24.8. In any case, this time limit begins at the latest upon expiration of the 90-day mediation attempt period.

The language of any arbitration shall be in English.

Decisions of the CAS may not be challenged in any forum or on any grounds except as set out in Chapter 12 of Switzerland’s Federal Code on Private International Law.

Any other dispute between the Federation and any of its Members that does not relate to a decision issued by the Federation shall be exclusively settled by the competent courts in Lausanne, Switzerland, to the exclusion of all other courts, tribunals and arbitration bodies of any country or organisation whatsoever.

The approved championships by the FIMMA prohibits any unsportsmanlike behaviour, from any competitor, officials, coaches or others such as volunteers, spectators, etc.

Unsportsmanlike behaviour means committing any act not in keeping with the spirit of sports and will not be condoned by FIMMA. In respect of every incident or complaint of unsportsmanlike behaviour that has come to the attention of the FIMMA, the EB will review the case and take appropriate action including but not limited to dis-qualification, withdrawal of medals, certificates, accreditation and rankings of the offending participant or Member.

All Members, President, EB Members, Director General/Secretary, Deputy Director General/Assistant Secretary, Committee Members, staff, employees shall not disclose, use or disseminate FIMMA-owned information, documents etc., subject to the decision of the FIMMA, judicial bodies and courts of law which specifically ask for release of such information.

The documents, data, archive and all other materials that belong to FIMMA and FIMMA Events are the sole property of FIMMA and shall not be used by any person for any purpose without a prior written authorization from FIMMA. FIMMA has the right to sue any person who uses such documents, data, archive or any other materials that belong to FIMMA and FIMMA Events without a prior written authorization, in any court of law.

Records of FIMMA must be maintained and kept physically or electronically in accordance with the Federal Act on Data Protection (DPA).

Unless Swiss law provides for longer limitation periods, FIMMA may take no action with respect to FIMMA Constitution and rules & regulations unless such action is taken within 5 years of the events to which it relates. The limitation period, when applicable, shall be suspended once the proceedings are opened, in accordance with the relevant Swiss statutory provisions on limitation periods.

The EB will at first instance decide on all matters relating to the interpretation and application of the Constitution, as well as all matters relating to the FIMMA but not provided herein.

In the event of disagreement concerning the provisions of this Constitution and the rules governing the FIMMA Events, the interpretation of such provisions and rules shall be within the competence of the GA whose decision shall be final.

The persons authorized to legally represent the Federation, the number of signatories required for representing and signing on behalf of the Federation (whether singly or jointly) and their respective limits of authority (amounts, etc.) shall be determined by the EB.

The designated persons and their respective powers may be registered with the Register of Commerce.

The funds of the FIMMA shall not be used to pay the fines of Members who have been convicted in a court of law.

The FIMMA shall not indulge in any political activity or allow its funds and/or premises to be used for political purposes.

No decisions taken by the GA, save as provided elsewhere, shall be modified or cancelled.

The EB may, at its discretion, frame, amend or delete any bye-laws by a simple majority of the EB, provided they are not inconsistent with or contrary to this Constitution, for the proper and efficient administration of the FIMMA.

FIMMA shall not be dissolved, except with the consent of not less than three-fifths (3/5) of the total voting membership of the FIMMA expressed at a GA convened for the purpose.

In the event of the FIMMA being dissolved as provided above, all debts and liabilities legally incurred on behalf of the FIMMA shall be fully discharged, and the remaining funds will be donated to another tax-exempt entity pursuing the same or similar objectives as those of the Federation.

The Constitution, and any dispute or claim arising out of or in connection with them (including any dispute or claim relating to non-contractual obligations), will be governed by and construed in accordance with the laws of Switzerland (without regard to the conflict of law principles thereof).

The official language of the FIMMA shall be the English language.