Bylaws of the Fenafuth (2019)

Title, headquarters, legal form

Objectives

Neutrality and fight against discrimination and corruption

Promotion of friendly relations

Players

Rules of Play

Conduct of Officials and members of a FENAFUTH body

Official languages. MEMBERS

Admission, suspension and expulsion

Admission

Petition and application procedure

Rights of Members

Obligations of Members

Suspension

Expulsion

Resignation

Independence of Members

Subordination (status of Members and Affiliates)

Honorary President and Honorary Member

Organs

Vacancies

Definition and Composition of Congress

Deputies and Votes

Powers

Quorum of Congress

Decisions of Congress

Ordinary Congress

Agenda of the Ordinary Congress

Extraordinary Congress

Elections and Ratifications

Removal of a member of an elected or ratified body

Amendments to the Bylaws, to the regulation for the application of the bylaws, and to the Congress regulation

Congress minutes

Effective date of decisions

Composition

Meetings

Powers of the Executive Committee

Quorum and decisions

President

Representation and signature

Permanent Commissions

Finance Commission

Audit and Compliance Commission

Arbitration Commission

Player Status Commission

Legal Affairs Commission ................................. 41

National Teams Commission ............................ 41

Special Commissions ...................................... 42 GENERAL SECRETARIAT ................................................. 42

Affiliated with FIFA and the Football Confederation (CONCACAF) Colonia Florencia Norte, Avenida Roble, Edif. Plaza América, Tegucigalpa, Honduras, C.A. First and Second level, P.O. Box No. 827, Tel: +504 2231-1436 Fax: +504 2239-8826. Email: fenafuth@fenafuth.org.hn

General Secretariat ......................................... 42

General Secretary ......................................... 43 JUDICIAL BODIES ........................................... 44

Jurisdiction .............................................. 44

Judicial bodies .................................... 44

National Dispute Resolution Chamber ...................... 45

Disciplinary Commission ...................................... 46

Ethics Commission ......................................... 46

Appeals Commission ...................................... 46

National Arbitration Court ................................ 47

Sports Arbitration Court (SAC)........................... 47

Disciplinary measures ...................................... 48 ELECTORAL COMMISSION ................................................. 49

Electoral Commission ......................................... 49 COMPETITIONS ..................................................... 49

Competitions

Commission for Granting Club Licenses

Rights

Authorization - INTERNATIONAL MATCHES AND COMPETITIONS

International matches and competitions

Sports relations

Authorization - FINANCES

Fiscal year

Income

Expenses

External audit

Member tributes

Fees

Deduction - FINAL PROVISIONS

Cases not contemplated and force majeure

Dissolution

Transitory Clauses

Entry into Force

Name, Headquarters, Legal Form

• 1)

  The National Autonomous Football Federation of Honduras (FENAFUTH) is an institution with its own legal personality, in accordance with Decrees 203-84, 98-97, 171-89 and 67-2017 with indefinite duration and with its registered office located in the city of Tegucigalpa, M.D.C.

• 2)

  FENAFUTH is a member of FIFA, CONCACAF and UNCAF.

• 3)

  The emblems of FENAFUTH consist of the stylized flag of Honduras with a ball on the far right and the words FENAFUTH, National Autonomous Football Federation of Honduras in its lower part. Also the letter H in white color with blue borders, with five blue stars on its right side and the name Honduras on its left side.

• 4)

  The flag, emblem and acronym shall be kept legally registered in the competent registry of Honduras.

Objectives The objectives of FENAFUTH are:

• a)

  to constantly improve, promote, regulate and control football throughout the entire territory of Honduras, on the basis of sportsmanship and considering its unifying, formative and cultural character, as well as its humanitarian values, specifically through youth development programs;

• b)

  to promote, disseminate and increase culture in all its manifestations, especially through physical culture, and through football as physical, recreational, educational and hygienic exercise;

• c)

  to promote integrity, ethics and sportsmanship, in order to prevent certain methods or practices, such as corruption, doping or match-fixing, which may endanger fair play in matches and competitions, and threaten the integrity of Players, Officials, Members and Affiliates, or enable illicit profit-taking from football;

• d)

  to control and supervise all football matches of any of the Members, in any of their forms, that are played in the territory of Honduras;

• e)

  to control and supervise Association Football at the national level, as well as all types of international matches played in the territory of Honduras, in accordance with the Statutes and relevant regulations of FIFA and the relevant Confederations;

• f)

  to administer international sports relations linked to Association Football in any of its forms;

• g)

  to organize its football competitions in any of their forms at the national level, and to precisely define the powers granted to its Members;

• h)

  to draft regulations and provisions that guarantee their implementation;

• i)

  to host international competitions;

• j)

  to safeguard the interests of its Members;

• k)

  to respect the statutes, regulations, guidelines and decisions of FIFA, CONCACAF, UNCAF and FENAFUTH, as well as the Rules of the Game and to ensure that they are also respected by its Members and Affiliates.

Neutrality and the Fight Against Discrimination and Corruption

• 1)

  FENAFUTH is neutral in political and religious matters.

• 2)

  Discrimination of any kind against a country, an individual or a group of persons on grounds of race, skin color, ethnic, national or social origin, sex, language, religion, political positioning or any other kind, purchasing power, place of birth or origin, sexual orientation or any other reason is strictly prohibited and shall be punishable in accordance with the provisions of the Disciplinary Code and Code of Ethics of FENAFUTH.

• 3)

  FENAFUTH shall take the necessary actions to prevent any type of corrupt practices, adopting the precise measures intended to protect the integrity of Honduran football against illicit practices; in particular, the illicit influencing of the course or result of a football match to obtain economic or sports benefit by fixing such match.

• 4)

  FENAFUTH shall establish a National Integrity Initiative in coordination and collaboration with FIFA with the objective of protecting the integrity of Honduran football.

Promotion of Friendly Relations

• 1)

  FENAFUTH shall promote friendly relations among its Members, Affiliates, Clubs, Officials and Players, and in society for humanitarian purposes.

• 2)

  Every person and organization participating in the sport of Association Football is obliged to observe the Statutes, regulations and principles of fair play pertinent thereto, as well as the principles of loyalty, integrity and sportsmanship.

• 3)

  FENAFUTH shall seek the necessary institutional means to resolve any internal dispute that may arise among its Members, Affiliates, Clubs, Officials, Players, match agents and intermediaries.

Players 1. The status of Players and provisions on their transfer shall be regulated according to the Regulation on the Status and Transfer of Players of FENAFUTH. Likewise, Players shall be registered in accordance with the relevant regulation of FENAFUTH. 2. The Regulation on the Status and Transfer of Players of FENAFUTH shall be drafted by the Executive Committee, in accordance with the Regulation on the Status and Transfer of Players of FIFA in force.

Rules of the Game 1. In Association Football competitions, FENAFUTH and each of its Members shall observe the Rules of the Game promulgated by IFAB. Only IFAB may promulgate and amend these rules. 2. In futsal and beach football competitions, FENAFUTH and each of its Members shall observe the Rules of the Game for futsal and the Rules of the Game for beach football promulgated by FIFA. Only FIFA may promulgate and amend these rules.

Conduct of Officials and Members of a Body of FENAFUTH Officials and members of a body of FENAFUTH shall observe the statutes, regulations, guidelines, decisions and Code of Ethics of FIFA, CONCACAF, UNCAF and FENAFUTH in the performance of their activities.

Official Languages 1. The official language of FENAFUTH is Spanish. Official documents and texts shall be written in this language. 2. The official language of the Congress is Spanish.

Admission, Suspension and Expulsion

• 1)

  The Congress shall decide on the admission, suspension or expulsion of a Member.

• 2)

  The Congress may admit an applicant if it meets the requirements of FENAFUTH.

• 3)

  Member status is acquired with the approval of the Congress and ends by resignation or expulsion. However, the loss of member status does not exempt the Member from its financial obligations towards FENAFUTH or other Members, but entails the cancellation of all rights in relation to FENAFUTH.

• 4)

  The loss or suspension of legal personality of a Member shall imply the consequent automatic suspension of its Member status, without prejudice to the expulsion decision that the Congress may eventually decide.

Admission 1. The Members of FENAFUTH are:

• a)

  National Professional Football League

• b)

  National Football Promotion League

• c)

  The following Football Regionals:

  • •

    Central Eastern Regional

  • •

    Southern Regional

  • •

    Northern Regional

  • •

    Western Regional

• d)

  the National Board of Referees;

• e)

  the National Board of Coaches;

• f)

  National Women's Football League

• g)

  National Futsal League. 2. The Statutes establish the scope of competence, rights and duties of the Members.

Request and Application Procedure

• 1)

  Any person interested in becoming a Member shall submit a written application to the General Secretariat.

• 2)

  The application must be accompanied by the following documents:

  • a)

    a copy of its legally valid statutes and regulations, audited financial statements, if applicable, together with proof of having obtained legal personality;

  • b)

    a statement that:

    • •

      at all times it shall comply with the statutes, regulations and decisions of FENAFUTH, FIFA, CONCACAF and UNCAF and that it guarantees that they shall also be respected by its own Affiliates, Officials and Players;

    • •

      it shall comply with the Rules of the Game in force;

    • •

      it shall not resort to Ordinary Courts to resolve conflicts arising from the interpretation or application of the statutes, regulations, decisions and guidelines of FIFA, CONCACAF, UNCAF and FENAFUTH, except in cases stipulated in the regulations of FIFA, CONCACAF or FENAFUTH;

    • •

      it recognizes the dispute resolution mechanisms as specified in these Statutes, in particular the National Arbitration Court and the Court of Arbitration for Sport (CAS) in Lausanne;

    • •

      its legal domicile is registered in the territory of Honduras;

    • •

      it shall play all official home matches in the territory of Honduras;

    • •

      the applicant organization guarantees that it can make decisions independently of any external entity;

    • •

      it commits to organize or participate in matches only with the prior consent of FENAFUTH;

  • c)

    a list of its Officials, specifying the persons authorized to sign and with the right to enter into legally binding commitments with third parties;

  • d)

    a list of its Affiliates (if applicable);

  • e)

    a copy of the minutes of its last Congress or constituent meeting.

• 3)

  The admission procedure shall be governed by a specific regulation approved by the Executive Committee.

• 4)

  The Executive Committee shall recommend to Congress the admission or rejection of an applicant. The applicant may explain the grounds for its claim for admission before Congress.

• 5)

  The new Member shall assume the rights and obligations of Member status as of its admission by Congress.

Rights of Members 1. Members have the right to:

• a)

  participate in the Congress in accordance with the representation conferred in this Statute;

• b)

  be duly convened to the Congress and exercise their voting right through their Deputies;

• c)

  make proposals for inclusion in the Congress agenda;

• d)

  adopt or reform the Statutes of FENAFUTH, the regulation for the application of said statutes and the Congress regulation;

• e)

  nominate candidates and elect members of the Executive Committee;

• f)

  ratify members of the jurisdictional bodies, the Audit and Compliance Commission and the Electoral Commission, at the proposal of the Executive Committee;

• g)

  ratify the External Auditor at the proposal of the Audit and Compliance Commission;

• h)

  remove a member of an elected or ratified body;

• i)

  receive information on the affairs of FENAFUTH;

• j)

  participate in competitions (if applicable) and other sports activities organized by FENAFUTH;

• k)

  exercise any right derived from the Statutes and regulations of FENAFUTH. 2. The exercise of these rights shall be subject to the limitations that may arise from other provisions in the applicable Statutes and regulations.

Obligations of Members 1. Members undertake to:

• a)

  Comply at all times with the statutes and regulations of FIFA, CONCACAF, UNCAF and FENAFUTH, as well as any directive or decision adopted by an organ of FIFA, CONCACAF, UNCAF, FENAFUTH, the National Arbitration Court or the Sports Arbitration Court (TAD), and ensure that these statutes, regulations, directives or decisions are respected by their Affiliates;

• b)

  respect the Rules of Play, as established by the IFAB and the Rules of Play for futsal and beach football promulgated by FIFA and ensure that these are respected by their Affiliates through a statutory provision;

• c)

  observe the principles of loyalty, integrity and good sportsmanship as an expression of sportsmanship through a statutory provision;

• d)

  participate in competitions (where applicable) and other sports activities organized by FENAFUTH;

• e)

  not maintain sports relations with entities that are not recognized or with Members that have been suspended or expelled;

• f)

  pay Member fees;

• g)

  ensure the election of the organs responsible for decision-making at least every four years;

• h)

  convene periodic meetings of their supreme and legislative organ;

• i)

  manage and communicate the list of officials or persons who are authorized to sign and have the right to enter into legally binding commitments with third parties and update it regularly;

• j)

  manage and communicate the registration of their Affiliates and update it regularly;

• k)

  adopt a statutory clause specifying that any dispute requiring arbitration and related to the statutes, regulations, directives and provisions of FIFA, CONCACAF, FENAFUTH or the Leagues and involving FENAFUTH or one of its Members or Affiliates shall only be submitted to an Arbitration Court as specified in FIFA's statutes and in these Statutes, and prohibiting recourse to Ordinary Courts;

• l)

  ratify statutes and regulations in accordance with the Statutes and send them to the General Secretariat for proper approval by the Executive Committee of FENAFUTH;

• m)

  comply with all obligations arising from the statutes and other regulations of FIFA, CONCACAF, UNCAF and FENAFUTH; 2. Noncompliance by Members with the mentioned obligations may result in sanctions, as contemplated in the Statutes.

Suspension 1. The Congress may suspend a Member that gravely fails to fulfill its obligations as such. The Executive Committee may, however, suspend a Member with immediate effect. This suspension shall remain in force until the following Congress (which must be held within a maximum period of six months after the provisional suspension by the Executive Committee), unless the Executive Committee lifts the sanction before that date. 2. The suspension shall be confirmed at the following Congress. Otherwise, the suspension shall be lifted. 3. A suspended Member loses its rights as such, in particular its right to participate in the Congress. Other Members shall not maintain contact, at the sports level, with the suspended Member. The Disciplinary Commission and the Ethics Commission may impose other sanctions. 4. Members that do not participate in FENAFUTH's sports activities for two (2) consecutive years shall be deprived of their right to vote in the Congress and may not propose candidates for any organ of FENAFUTH, until they fulfill their obligations in this respect.

Expulsion 1. The Congress may expel a Member:

• a)

  if it gravely violates the statutes, regulations, directives or decisions of FIFA, CONCACAF, UNCAF or FENAFUTH;

• b)

  if it resorts to Ordinary Courts to resolve a conflict, except in cases where FIFA, CONCACAF or FENAFUTH regulations or binding legal provisions specifically authorize it; or c) if it fails to fulfill its financial obligations to FENAFUTH. 2. The Disciplinary Commission and the Ethics Commission may impose other sanctions.

Resignation 1. A Member may resign as a member of FENAFUTH, effective at the end of the football season. Notice of resignation must be received by the General Secretariat no later than six months before the end of the football season. 2. The resignation shall be valid when the Member wishing to resign settles its financial obligations to FENAFUTH, the other Members, FIFA, CONCACAF and UNCAF.

Independence of Members 1. All Members shall manage their affairs independently and without interference from third parties. 2. The members of their executive organs shall be elected or appointed. The statutes of the Members shall stipulate a procedure that guarantees the complete independence of the election or appointment. 3. The organs of Members that have not been elected or appointed in accordance with the aforementioned, even on an interim basis, shall not be recognized by FENAFUTH. Likewise, FENAFUTH shall not recognize the decisions adopted by these organs. 4. No natural or legal person shall manage or control more than one Club or League if this violates fair play in any match or competition.

Subordination (status of Members and Affiliates) 1. Members and Affiliates shall be subordinate to FENAFUTH. The Statutes establish the scope of their competence, their rights and duties. 2. FENAFUTH shall approve the statutes and regulations of its Members, and Members shall approve the statutes and regulations of their Affiliates, where applicable. 3. FENAFUTH may delegate to its Members the rights and obligations necessary for the fulfillment of its statutory objectives.

Honorary President and Honorary Member 1. The Congress may confer the title of honorary president or honorary member to personalities who have distinguished themselves by their services to football. 2. The Executive Committee shall propose the candidates. 3. The honorary president or honorary member may participate in the Congress. They may take part in the debates, but shall have no right to vote. ORGANIZATION

Organs 1. FENAFUTH is composed of the following organs:

• •

  The Congress The supreme and legislative organ.

• •

  The Executive Committee The executive organ.

• •

  The Permanent and Special Commissions The organ that advises and assists the Executive Committee in the fulfillment of its duties.

• •

  The General Secretariat The administrative organ.

• •

  The Jurisdictional Organs The organs responsible for settling internal disputes between FENAFUTH, Members, Affiliates, Players, Officials, match agents and intermediaries.

• •

  The Electoral Commission The organ responsible for organizing and supervising electoral processes.

• •

  The Club Licensing Organ The organ responsible for the club licensing system within FENAFUTH. 2. The members of FENAFUTH's organs shall be elected or appointed by FENAFUTH without any type of external interference and in accordance with the procedure described in the Statutes. 3. With the exception of the Assembly and the General Secretariat, the members of the organs shall be appointed or elected for a term of four years. 4. In performing their activities, the members of an organ shall:

• •

  carefully apply the statutes and regulations of FENAFUTH, FIFA, CONCACAF and UNCAF;

• •

  do everything that may be useful to FENAFUTH for the achievement of its objectives and refrain from anything that could harm those objectives;

• •

  perform with diligence the tasks assigned to them and watch over the interests of FENAFUTH in accordance with and observance of the Statutes, and shall act in accordance with the following principles: objectivity, integrity, neutrality, responsibility, impartiality, confidentiality, sportsmanship, transparency, exemplarity, austerity, accessibility, effectiveness, honesty and respect;

• •

  shall not incur economic obligations or participate in financial operations, patrimonial obligations or legal transactions with persons or entities when it may imply a conflict of interests with the obligations of their respective position;

• •

  shall not accept any favorable treatment or situation that implies unjustified privilege or advantage for the member or their immediate family or social environment;

• •

  shall abstain from knowing or deciding on those matters in which they have personal interests or representations related directly or indirectly with a matter. In this case, they shall abstain from participating in any debate or decision-making and shall communicate such conflicting interests to the president of the respective organ before the start of the session. 5. The sessions of the Executive Committee, the Electoral Commission, the Club Licensing Organ, the Audit and Compliance Commission and the jurisdictional organs shall be confidential. 6. Minutes shall be kept of all sessions of an organ. 7. Unless otherwise stipulated in these Statutes, meetings of the organ in question shall only be constituted when the majority (more than 50%) of its members are present at the beginning of the session. Once this quorum is established, resolutions shall be adopted by the majority (more than 50%) of the members present, not counting abstentions, blank votes, null votes or those that have been tampered with in any way. 8. The positions of member of an organ of FENAFUTH may be compensated economically or performed ad honorem.

Vacancies 1. The position of member of an organ shall be considered vacant by:

• •

  Resignation of the member;

• •

  Death of the member;

• •

  Irreversible disability that prevents the member from participating in meetings; or if

• •

  Member of the Executive Committee that does not attend five (5) ordinary meetings without proper justification or eighteen consecutive months. 2. The following procedure shall apply in case the position of member of an organ becomes vacant:

• •

  If one position or up to fifty percent (50%) of the positions of the Electoral Commission or the Audit and Compliance Commission become vacant, the Ethics Commission shall fill such vacancy or vacancies before the following Congress, in which the substitute shall be ratified for the remainder of the term. If more than fifty percent (50%) of the positions of the respective organ become vacant, the General Secretary shall call an Extraordinary Congress in order to fill the vacant positions for the remainder of the term.

• •

  If one position or up to fifty percent (50%) of the positions of the Ethics Commission become vacant, the Audit and Compliance Commission shall fill such vacancy or vacancies before the following Congress, in which the substitute shall be ratified for the remainder of the term. If more than fifty percent (50%) of the positions of the Ethics Commission become vacant, the General Secretary shall call an Extraordinary Congress in order to fill the vacant positions for the remainder of the term.

• •

  If one position or up to fifty percent (50%) of the positions of any other organ become vacant, the Executive Committee shall fill such vacancy or vacancies before the following Congress, in which the substitute shall be ratified for the remainder of the term. If more than fifty percent (50%) of the positions become vacant, the General Secretary shall call an Extraordinary Congress in order to fill the vacant positions for the remainder of the term.

• •

  In case of a vacancy in a Permanent or Special Commission, the Executive Committee shall fill such vacancy or vacancies. CONGRESS

Definition and Composition of the Congress 1. The Congress is the meeting to which all Members are convened and constitutes the legislative and supreme authority of FENAFUTH. Only a Congress that is convened as established has the power to make decisions. 2. Congresses may be Ordinary or Extraordinary. 3. The President shall moderate the Congress in accordance with the Congress regulations. 4. The Executive Committee and the General Secretary shall participate in the Congress without right to vote. The Audit and Compliance Commission, the Ethics Commission and the Electoral Commission shall have the authority to participate in the Congress on matters that correspond to them, without right to vote.

Deputies and Votes 1. The Congress shall be composed of forty (40) principal Deputies and forty (40) alternate deputies. The number of Deputies shall be distributed as follows: a) National Professional Football League: 12 Deputies b) National Ascent Football League: 4 Deputies c) The following Football Regional Associations:

• •

  Central East Regional: 5 Deputies

• •

  North Regional: 5 Deputies

• •

  South Regional: 3 Deputies

• •

  West Regional: 3 Deputies d) The National Referees Association: 2 Deputies e) The National Coaches Association: 2 Deputies f) National Women's Football League: 2 Deputies g) National Futsal League: 2 Deputies 2. Deputies must belong to the Member they represent and must be elected by the Congress or Assembly of the respective Member. The Member must communicate the appointment of its Deputy (principal and its respective alternate) in writing to the General Secretariat at least thirty (30) days before the Congress. They must also provide proof of their representation (certification of the minutes of their due appointment) if required to do so. 3. Deputies must meet the following requirements:

• •

  be affiliated with the respective Member for at least three of the last five years;

• •

  be of legal age;

• •

  have not been subject to a criminal conviction incompatible with the position, in particular with respect to crimes against property, money laundering or asset laundering or drug trafficking;

• •

  not be included in the OFAC list;

• •

  be Honduran by birth or naturalization;

• •

  reside in the territory of Honduras. 4. Each Deputy shall have one (1) vote. Only Deputies present have the right to vote. Proxy voting or voting by mail shall not be permitted. 5. Alternates shall only participate in the Congress in case of absence of the principal Deputy.

Powers 1. The Congress shall have the following powers:

• a)

  adopt or amend the Statutes of FENAFUTH, the regulations for their application, and the Congress regulations;

• b)

  appoint the Deputies responsible for verifying the minutes;

• c)

  appoint the Deputies responsible for scrutiny and vote counting;

• d)

  admit, suspend or expel a Member;

• e)

  elect the members of the Executive Committee;

• f)

  upon proposal by the Executive Committee, ratify the members of the Audit and Compliance Commission, the Electoral Commission and the jurisdictional organs;

• g)

  remove the members of an elected or ratified organ;

• h)

  upon proposal by the Audit and Compliance Commission, appoint the External Auditor;

• i)

  approve the accounts;

• j)

  approve the budget;

• k)

  approve the report of activities of the Executive Committee (with activities from the previous Congress);

• l)

  fix the Member fees in accordance with the recommendation of the Executive Committee;

• m)

  decide, upon proposal by the Executive Committee, whether the title of honorary president or honorary member is granted;

• n)

  approve decisions at the request of a Member, in accordance with these Statutes; o) exercise other powers conferred in the Statutes or regulations of FENAFUTH; p) Review all sponsorship contracts through the Finance Commission; q) dissolve FENAFUTH.

Congress Quorum 1. The Congress shall be constituted and may make valid decisions only when the absolute majority (more than 50%) of the Deputies with the right to vote are present at the beginning of the Congress. 2. If the aforementioned quorum is not obtained, the Congress shall be held 2 hours later with the same agenda with the Deputies present. 3. In principle, a quorum shall not be necessary for the second meeting of the Congress. However, the presence of the absolute majority (more than 50%) of the Deputies with the right to vote shall always be necessary if an item on the agenda provides for one of the following items:

• •

  the amendment of the Statutes;

• •

  an election or ratification;

• •

  the removal of a member of an elected or ratified organ;

• •

  the suspension or expulsion of a Member. 4. The presence of three-quarters of the Deputies with the right to vote shall always be necessary if an item on the agenda provides for one of the following items:

• •

  the amendment of the agenda at an Ordinary Congress;

• •

  the dissolution of FENAFUTH.

Congress Decisions 1. Once the quorum is established, Congress decisions shall be made by the Deputies present in accordance with what is set forth below. Blank votes, null votes or those that have been tampered with in any way, as well as abstentions, shall not be included in the count. 2. Unless otherwise stipulated in the Statutes, it is sufficient to obtain an absolute majority (more than 50%) of the valid votes cast for a vote to be valid. 3. The obtaining of a two-thirds majority of the valid votes cast shall be necessary for voting on one of the following items:

• •

  the amendment of the Statutes;

• •

  the removal of a member of an elected or ratified organ;

• •

  the suspension or expulsion of a Member;

• •

  the amendment of the agenda at an Ordinary Congress;

• •

  the change of beneficiary of the assets at the final Congress;

• •

  the dissolution of FENAFUTH. 4. A decision requiring a vote shall be conducted by show of hands or by electronic voting instruments. If a vote by show of hands does not establish a clear majority in favor of a proposal, voting shall be conducted by roll call, naming the Members in alphabetical order from A to Z.

Ordinary Congress 1. The Ordinary Congress shall be held annually in the first quarter. 2. The Executive Committee shall set the place and date of the Ordinary Congress. Members shall be invited in writing at least forty-five (45) days in advance. 3. Any matter that a Member wishes to include in the agenda must be sent in writing to the General Secretariat, with a brief explanation, at least ten (10) days before the date of the Ordinary Congress. In case the invitation provides for an election, Members may send their candidacy to the General Secretariat no later than twenty (20) days before the electoral assembly. After examination by the Electoral Commission, the General Secretariat shall send the admitted candidacies, together with the relevant documentation, at least seven (7) days before the Electoral Congress. 4. The call shall be sent in writing at least seven (7) days before the Ordinary Congress. This call shall include the agenda as well as any other relevant documentation.

Order of Business of the Ordinary Congress 1. The General Secretary shall draft the agenda on the basis of proposals from the Executive Committee and Members. 2. The agenda of the Ordinary Congress shall necessarily include the following matters (in chronological order):

• a)

  declaration that the Congress has been convened and is composed in accordance with the Bylaws;

• b)

  approval of the agenda;

• c)

  address by the President;

• d)

  appointment of Deputies responsible for verifying the minutes;

• e)

  appointment of Deputies responsible for counting and computation of the vote;

• f)

  suspension or expulsion of a Member (if applicable);

• g)

  approval of the minutes of the preceding Congress;

• h)

  activity report of the Executive Committee;

• i)

  activity report of the Audit and Compliance Commission;

• j)

  presentation of the consolidated and audited financial statement and profit and loss account;

• k)

  approval of the financial report;

• l)

  approval of the budget;

• m)

  at the proposal of the Audit and Compliance Commission, appointment of the External Auditor (if applicable);

• n)

  election of members of the Executive Committee (if applicable); o) at the proposal of the Executive Committee, ratification of members of the Audit and Compliance Commission, the Electoral Commission and the jurisdictional bodies (if applicable); p) removal of a member of an elected or ratified body (if applicable); q) vote on proposals for amendments to the Bylaws, the regulation on the application of the bylaws and the Congress regulation (if applicable); r) debate of proposals submitted by Members and the Executive Committee; s) admission of new Members (if applicable). 3. In principle, the Congress shall not decide on any matter that does not appear on the agenda. However, the Deputies may modify the agenda of the Ordinary Congress if they so agree.

Extraordinary Congress 1. The Executive Committee may convene an Extraordinary Congress at any time. 2. The Executive Committee shall convene an Extraordinary Congress if the majority of Members (more than 50%) requests it in writing. The request shall specify the matters on the agenda. The Extraordinary Congress shall be held within thirty-five (35) days after receipt of the request. If the Extraordinary Congress is not convened, the Members who requested the convocation may convene it themselves. As a last resort, Members may request the assistance of FIFA, CONCACAF and UNCAF. 3. Members shall be notified of the place, date and agenda together with relevant documentation at least twenty (20) days before the date of the Extraordinary Congress. 4. In the event that the Extraordinary Congress is convened for an election, Members may send their candidacy (together with relevant documentation) to the General Secretariat no later than twenty (20) days before the Electoral Assembly. Following examination by the Electoral Commission, the General Secretariat shall send the admitted candidacies (together with relevant documentation) at least seven (7) days before the electoral Congress. 5. When the Extraordinary Congress is convened at the initiative of the Executive Committee, it shall draft the agenda. When the Extraordinary Congress is convened at the request of Members, the agenda must contain the matters presented by them. 6. Under no circumstances may the agenda of an Extraordinary Congress be modified.

Elections and Ratifications 1. Elections and ratifications shall be conducted in accordance with the Electoral Code of FENAFUTH. They shall be organized and supervised by the Electoral Commission. 2. Elections and ratification of a member to a position in the Executive Committee assigned to a specific Member shall be held by secret ballot. Elections 3. The Congress shall elect the members of the Executive Committee. 4. Elections shall be held by lists of candidates:

• a)

  Each list of candidates must correspond to the number of vacancies, as a general rule:

  • •

    1 President

  • •

    1 second Vice President

  • •

    4 other members Candidates for positions assigned to the Professional Football League (first Vice President) and to the Regional bodies (one (1) member for each Regional) shall be proposed by the respective Members and ratified by Congress. b) Each list of candidates must include at least one woman. c) Each list of candidates must be proposed by at least two Members; the bylaws of each member shall regulate the manner of proposing such list. A Member may only propose or second one list of candidates. 5. The election of the winning list shall be held as follows:

  • •

    In order for a list of candidates to be elected, a majority (more than 50%) of valid votes cast shall be required.

  • •

    If none of the lists of candidates obtains the necessary majority in the first vote, only the three lists that received the most votes shall proceed to the second vote. If the necessary majority is not achieved in the second vote, the list with the fewest votes shall be eliminated before the third vote.

  • •

    In the event of a tie in the third vote, a new vote shall be held until the winning list is elected. 6. In the event that only one list of candidates exists, the election shall be held by acclamation of Congress. Ratifications 7. Congress shall ratify a) members of positions in the Executive Committee assigned to a specific Member;

• b)

  members of the Audit and Compliance Commission;

• c)

  members of the jurisdictional bodies;

• d)

  members of the Electoral Commission. 8. Candidates for a position in the Executive Committee assigned to a specific Member shall be proposed by the respective Member. The Executive Committee shall be responsible for proposing members for the other ratified bodies. 9. A ratification shall be held in the following manner: a) Ratification of a member to a position in the Executive Committee assigned to a specific Member:

  • •

    Ratification shall be conducted by position.

  • •

    In order to ratify the candidate, a majority (more than 50%) of valid votes cast shall be required.

  • •

    If none of the candidates obtains the necessary majority in the first vote, only the two candidates who received the most votes shall proceed to the second vote.

  • •

    In the event of a tie in the second vote, a new vote shall be held until the winning candidate is ratified. b) Ratification of members of the Audit and Compliance Commission, of the jurisdictional bodies and of the Electoral Commission:

  • •

    Ratification shall be conducted by list of candidates.

  • •

    In order to ratify a list of candidates, a majority (more than 50%) of valid votes cast shall be required. 10. In the event that only one candidate or one list of candidates exists, ratification shall be held by acclamation of Congress. 11. In the event that no candidate or list of candidates obtains the necessary support, the respective position shall remain vacant until the following Congress and the ratification procedure shall be restarted. In the interim, the Executive Committee shall fill the vacant positions, with the exception of members in positions in the Executive Committee assigned to a specific Member. 12. Only Congress may remove a member in a position in the Executive Committee assigned to a specific Member.

Removal of a Member of an Elected or Ratified Body 1. Congress may remove a member of an elected or ratified body. 2. Members and the Executive Committee may include the removal motion on the agenda. The motion must be justified. 3. The person in question shall have the right to defend themselves. 4. The removal motion shall be decided by secret ballot. 5. The removed person shall be relieved of their duties with immediate effect.

Amendments to the Bylaws, to the Regulation on the Application of the Bylaws and to the Congress Regulation 1. Congress shall be responsible for adopting and amending the Bylaws, the regulation on the application of the bylaws and the Congress regulation. 2. Members or the Executive Committee may submit a proposal to amend the Bylaws, the regulation on the application of the bylaws and the Congress regulation by sending it in writing to the General Secretariat together with a brief explanation. In the case of an amendment to the Bylaws, a Member's proposal shall be valid when it is seconded in writing by at least five (5) other Members.

Minutes of the Congress The General Secretary shall be responsible for preparing the minutes of the Congress. The Deputies designated during the respective Congress shall verify the minutes, which shall be finally approved at the following Congress. The General Secretary must send the draft minutes to the designated persons within thirty (30) days from the Congress.

Entry into Force of Decisions Decisions adopted by Congress shall enter into force immediately, unless the Bylaws or Congress establishes another date for entry into force. EXECUTIVE COMMITTEE

Composition 1. The Executive Committee shall be composed of 11 Members:

• •

  1 President

• •

  2 Vice Presidents (first and second Vice President)

• •

  4 members assigned to the Regional bodies (1 for each Regional)

• •

  4 other members 2. Members of the Executive Committee must meet the following requirements:

• •

  be at least 21 years of age;

• •

  have exercised an activity related to organized football at a managerial or executive level for three of the last five years;

• •

  not have been convicted in Honduras or abroad for a crime incompatible with the position, for example for a crime of drug trafficking or money laundering, or for an intentional crime against the life or integrity of persons, patrimonial or against public administration;

• •

  not be included on the OFAC list;

• •

  be Honduran; and

• •

  reside in the territory of Honduras. 3. The term of the Executive Committee shall begin after the respective electoral Congress. Elections shall be held in the year following the conclusion of the major men's football world championship, within the last fifteen days of the month of July. 4. Its members may not be elected for more than three entire and consecutive terms. Upon reaching this limit, the person in question may not run for any position in the Executive Committee for 3 years. In the event that a member of the Executive Committee resigns from their position, it shall be counted as an entire term. 5. A member of the Executive Committee may not at the same time be a Deputy or a member of a jurisdictional body, of the Audit and Compliance Commission or of the Electoral Commission.

Meetings 1. The Executive Committee shall meet at least once per month. 2. The President shall convene the meetings of the Executive Committee. If a majority (more than 50%) of the members of the Executive Committee requests that a meeting be held, the President must convene it within ten (10) days. If the President does not convene such meeting before that deadline expires, it may be convened by the members of the Executive Committee who requested it. 3. The President shall draft the agenda. Members of the Executive Committee shall have the right to propose matters for the agenda for any ordinary meeting. To do so, they must submit to the General Secretariat the matters they wish to include in the meeting agenda at least seven (7) days before the session. The agenda must be sent to the members of the Executive Committee at least five (5) days before the session. 4. The General Secretary shall participate in the meetings of the Executive Committee in an advisory capacity. 5. The meetings of the Executive Committee shall not be public. However, the Executive Committee may invite members of other bodies and third parties to its meetings. Invitees shall have no voting rights and may only speak with the consent of the Executive Committee.

Powers of the Executive Committee The Executive Committee:

• a)

  shall adopt all decisions that do not fall within the scope of responsibility of Congress or any other body according to the Bylaws and regulations of FENAFUTH;

• b)

  shall supervise the activity of the bodies of FENAFUTH, with the exception of Congress, the Audit and Compliance Commission and the jurisdictional bodies;

• c)

  shall ensure the implementation of the Bylaws and shall adopt the necessary measures for their implementation;

• d)

  shall approve the regulations and directives of FENAFUTH that do not fall within the scope of responsibility of another body of FENAFUTH;

• e)

  shall approve the budget and annual financial statements approved by the Finance Commission and shall submit them to Congress for approval;

• f)

  shall prepare and convene Congresses;

• g)

  shall propose to Congress the members for the Audit and Compliance Commission, the jurisdictional bodies, and the Electoral Commission;

• h)

  may decide at any time, and if necessary, the constitution of Special Commissions;

• i)

  shall appoint the members of the Permanent and Special Commissions;

• j)

  shall approve the organization regulations of the Permanent and Special Commissions;

• k)

  shall appoint the members of the Club Licensing Commission;

• l)

  shall appoint the General Secretary, at the proposal of the President;

• m)

  may provisionally suspend a Member until the following Congress;

• n)

  shall draft the regulations that establish the requirements for participation and organization of FENAFUTH competitions, without affecting the composition of Congress; o) shall appoint the coaches of the national teams and other technical personnel; p) may delegate functions within its scope of competence to other bodies of FENAFUTH or to third parties; q) may designate persons who participate in Congress without voting rights. r) approve Bylaws and regulations of members. s) Approve sponsors contracts in all sports fields requiring for its approval at least two-thirds of the total number of members.

Quorum and Decisions 1. A meeting of the Executive Committee shall be constituted and may make valid decisions only when a majority (more than 50%) of the members of the Executive Committee are present. However, the members present may allow absent members to participate by telephone, by videoconference or by similar methods. In such case, these members shall be considered present. 2. The Executive Committee shall make its decisions by a majority (more than 50%) of valid votes cast. 3. Each member of the Executive Committee shall have one vote. 4. The decisions of the Executive Committee shall enter into force with immediate effect, unless it decides otherwise.

President 1. The President legally represents FENAFUTH. 2. His/her main responsibilities shall be:

• a)

  execute the decisions of Congress and the Executive Committee through the General Secretariat;

• b)

  ensure the efficient functioning of the bodies of FENAFUTH so that they can achieve the objectives established in these Bylaws;

• c)

  supervise the work of the General Secretariat;

• d)

  relations between FENAFUTH and its Members, FIFA, CONCACAF, UNCAF, political authorities and other organizations. 3. Only the President may propose the appointment of the General Secretary. 4. The President presides over Congress, the meetings of the Executive Committee, as well as those commissions of which he/she has been appointed president. 5. The President shall have an ordinary vote in the Executive Committee, which shall be a casting vote in case of a tie. 6. If the President is absent, the first Vice President (or, in his/her case, the second Vice President) shall exercise his/her functions. 7. In the event that a vacancy of the office of President occurs, the first Vice President (or, in his/her case, the second Vice President) shall exercise his/her functions until the following Congress, in which a new President shall be elected for the remainder of the term.

Representation and Signature 1. The President shall legally represent FENAFUTH. 2. Important matters of FENAFUTH must be signed by the President jointly with the General Secretary. The Internal Organization Regulation shall state provisions regarding representation and joint signature, in particular in case of absence of the President. PERMANENT COMMISSIONS

Permanent Commissions 1. The Permanent Commissions of FENAFUTH are:

• a)

  Finance Commission;

• b)

  Audit and Compliance Commission;

• c)

  Referees Commission;

• d)

  Player Status Commission;

• e)

  Legal Affairs Commission;

• f)

  National Teams Commission. 2. Members of the Permanent Commissions shall be appointed by the Executive Committee. Each president of a Permanent Commission may at the same time be a member of the Executive Committee. The Audit and Compliance Commission shall have a special composition, as stipulated in the Bylaws. 3. The function of the Permanent Commissions shall be to advise the Executive Committee in the fulfillment of its duties, as established in their respective operating regulations and the Bylaws. The Special Commissions shall report directly to the Executive Committee. They may work with other Permanent Commissions to address special issues. 4. The president of a Permanent Commission shall set the dates of the meetings in collaboration with the General Secretary, shall ensure that all tasks are executed and shall report to the Executive Committee on the work of the commission. 5. If the commissions are unable to meet to hold sessions or meetings, they may be conducted and developed by teleconference, video call or similar means.

Finance Commission 1. The Finance Commission shall oversee the management of economic matters and shall advise the Executive Committee on economic management and asset management. Similarly, it shall approve sponsorship contracts that exceed four (4) years. 2. It shall have primarily the following duties:

• a)

  supervise the economic management of FENAFUTH;

• b)

  advise the Executive Committee on economic matters and asset management;

• c)

  examine the budget and annual financial statements prepared by the General Secretariat, as well as approve or reject them;

• d)

  present the budget and annual financial statements approved by the commission to the Executive Committee for it to approve and submit to Congress;

• e)

  address other matters related to the finances of FENAFUTH. 3. The Finance Commission shall be composed of a president, a vice president and 5 members.

Audit and Compliance Commission Duties 1. The Audit and Compliance Commission shall be responsible for verifying the reliability and correctness of financial information and shall review the financial statements, consolidated financial statements, and the External Auditor's report. It shall likewise advise and assist the Executive Committee in the supervision of economic matters and shall ensure compliance with internal order. 2. The Audit and Compliance Commission may retain external advisory services from experts and other advisors as it deems appropriate to assist it in its work. Likewise, it shall hold regular separate meetings with the General Secretary and the External Auditor. 3. The president of the Audit and Compliance Commission shall present at each Ordinary Congress a report on the commission's activities. 4. With respect to its functioning, the main duties of the commission shall be: a) to supervise internal controls; b) to review annually the effectiveness of risk management, as well as this system and that of internal controls; c) to address other matters related to the supervision of FENAFUTH's finances; d) to propose to Congress the ratification of the External Auditor; e) to review the External Auditor's reports in order to ensure that appropriate measures are taken in the event deficiencies in internal controls or procedures are detected; f) to review at least annually tax matters, including the situation of income tax reserves and public tax audits, as well as the evolution of this area. 5. With respect to financial information, the main duties of the commission shall be: a) To ensure the correctness of financial statements and other published economic documents; b) to guarantee compliance with applicable accounting standards; c) to collaborate with the External Auditor in order to ensure that annual financial statements are prepared correctly; d) to review important matters relating to accounting policies and the presentation of financial statements, including significant changes or the application of accounting principles; e) to collaborate with the Finance Commission and the Executive Committee regarding audited financial statements; f) to examine the budget and annual financial statements approved by the Finance Commission; g) to supervise and review transactions with third parties at least once a year. 6. With respect to compliance with internal order, the main duties of the commission shall be:

• a)

  to review compliance by FENAFUTH employees with the law, ethical standards, and FENAFUTH internal standards;

• b)

  to review the procedures and procedures that the General Secretary must follow to supervise compliance by General Secretariat employees with ethical standards and FENAFUTH internal standards;

• c)

  to review and evaluate the credentials and independence of the External Auditor at least once a year;

• d)

  to note all non-audit services provided by the External Auditor and the fees charged for such services;

• e)

  to make recommendations regarding changes, amendments, and modifications to FENAFUTH's internal standards relating to compliance;

• f)

  to draft the Internal Organization Regulation and ensure its compliance;

• g)

  to review the principal changes in law that significantly affect FENAFUTH;

• h)

  to manage cases of alleged non-compliance. 7. With respect to compensation, it shall principally have the following duties:

  • a)

    to set the principles and components of per diems and reimbursements;

  • b)

    to establish per diems and reimbursements for members of FENAFUTH's bodies (where applicable) and the General Secretary;

  • c)

    to set the General Secretary's salary and monitor his/her employment contract;

  • d)

    to supervise compliance with compensation standards. 8. With respect to commercialization and broadcasting contracts, it shall principally have the following duties:

    • a)

      to advise and support the Executive Committee on the general strategy to be followed in the areas of commercialization and broadcasting of competitions organized under FENAFUTH's auspices and on all matters related to the preparation and application of contracts between FENAFUTH and its various commercial and television partners.

    • b)

      to propose to the Executive Committee the measures necessary to improve and protect FENAFUTH's interests and image in commercial contracts;

    • c)

      to advise the Executive Committee and in general on commercialization and broadcasting contracts;

    • d)

      to address other matters related to marketing and television rights. Competencies 9. In fulfilling its duties, the Audit and Compliance Commission may directly review or authorize the review of all matters within its competence. In particular, it may conduct examinations of the activities of any FENAFUTH body to verify the existence, compliance, effectiveness, and optimization of FENAFUTH's internal controls to facilitate achievement of its objectives or to adopt corrective measures that allow proper compliance. Likewise, the Audit and Compliance Commission may evaluate the control system and verify financial and management statements through internal audits. 10. In the event that the Audit and Compliance Commission, in the performance of its activities, detects any irregularity, it shall refer the case to the corresponding judicial body. Composition 11. The Audit and Compliance Commission shall be composed of a president, a vice president, and 3 members, who shall have training and experience in the financial, regulatory, and legal fields. The specific composition, competencies, internal functioning, and other matters concerning the proceedings of the Audit and Compliance Commission shall be set forth in the corresponding regulation, drafted by the Audit and Compliance Commission and approved by the Executive Committee. 12. A member of the Audit and Compliance Commission may not simultaneously be a Deputy or a member of any other FENAFUTH body.

Referees Commission 1. The Referees Commission shall principally have the following duties:

• a)

  shall supervise the application of the Rules of the Game;

• b)

  shall appoint the referees for matches in competitions organized by FENAFUTH;

• c)

  shall propose to the Executive Committee a list of referees and assistant referees to be considered for international matches;

• d)

  shall manage matters specific to FENAFUTH refereeing;

• e)

  shall supervise the training and coaching of referees;

• f)

  shall address other matters related to referees and assistants. 2. The Referees Commission shall be composed of a president, a vice president, and 3 members.

Player Status Commission 1. The Player Status Commission shall analyze matters related to player status and transfers in FENAFUTH competitions. It shall likewise analyze matters related to training compensation and solidarity mechanisms. 2. The Player Status Commission shall supervise the player registration procedure. 3. The specific functions of the Player Status Commission are described in the FENAFUTH Regulation on Player Status and Transfer. 4. The Player Status Commission shall be composed of a president, a vice president, and 3 members.

Legal Affairs Commission 1. The Legal Affairs Commission shall analyze legal matters related to football, as well as the evolution of FENAFUTH's statutes and regulations and those of its members. 2. The Legal Affairs Commission shall be composed of a president, a vice president, and five (5) members. At least two (2) shall be lawyers with knowledge of sports legislation.

National Teams Commission 1. The National Teams Commission shall supervise and support the work of the different national teams, in particular the senior national team, in accordance with the provisions of these statutes and the applicable regulations in force. Any decision of the National Teams Commission that affects FENAFUTH's finances shall be presented to the Executive Committee for approval before taking effect. 2. The functions and composition of the National Teams Commission shall be regulated in the respective regulation. 3. The National Teams Commission shall be composed of a president and five (5) members. 4. The Executive Committee shall appoint a youth teams commission and a women's teams commission, whose purpose shall be to support the national teams commission in the development, supervision, and management of all youth and women's teams respectively. Each commission shall be composed of one (1) president, one (1) vice president, and six (6) members.

Special Commissions 1. The Executive Committee may, if necessary, create Special Commissions for specific tasks and for a limited period. 2. The function of Special Commissions shall be to advise the Executive Committee on a specific and temporary matter. Special Commissions shall report directly to the Executive Committee. They may work with other Permanent Commissions to address special issues. 3. Special Commissions shall be composed of a president, a vice president, and the appropriate number of members.

General Secretariat The General Secretariat shall carry out the administrative work of FENAFUTH under the direction of the General Secretary. The General Secretariat shall be governed by the Internal Organization Regulation. Its employees shall perform their functions in the best manner possible.

General Secretary 1. The General Secretary is the executive director of FENAFUTH. 2. Following appointment by the Executive Committee, he/she shall be employed on the basis of a private legal contract. He/she must have the necessary professional training. 3. He/She shall be responsible for:

• a)

  implementing decisions taken by Congress and the Executive Committee in accordance with the President's instructions;

• b)

  to organize, attend, and keep minutes of Congress, meetings of the Executive Committee, Permanent and Special Commissions, and any other body that requests it. In these cases, he/she shall participate in an advisory capacity in the proceedings and shall be responsible for logistical and administrative matters.

• c)

  to properly manage FENAFUTH's accounting on a current basis;

• d)

  to prepare the annual budget and the preparation of annual accounts;

• e)

  the management of assets and foreign currency reserves;

• f)

  to maintain and sign FENAFUTH's correspondence;

• g)

  to maintain FENAFUTH's relations with third parties;

• h)

  to organize the General Secretariat;

• i)

  to hire and dismiss FENAFUTH staff;

• j)

  to supervise compliance by FENAFUTH employees with the law, ethical standards, and FENAFUTH internal standards;

• k)

  to undertake appropriate measures in the event of non-compliance with ethical standards, alleged corruption, or other inappropriate conduct by Officials, General Secretariat employees, or other persons contracted by FENAFUTH;

• l)

  to report periodically, or immediately in case of emergency, to the Audit and Compliance Commission on the results of his/her work supervising compliance and on cases that are notified and referred to him/her. 4. The General Secretary may not be a Deputy or a member of another FENAFUTH body. Likewise, the General Secretary may not run for the presidency of FENAFUTH during his/her tenure or within three (3) years after leaving office. 5. The General Secretary shall be assisted by an Assistant Secretary, who may substitute for him/her in case of absence.

Jurisdiction 1. FENAFUTH, its Members, and Affiliates shall not refer a dispute to Ordinary Courts unless expressly established in these Statutes and in FIFA regulations. Therefore, any dispute shall be subject to the jurisdiction of FENAFUTH, the National Arbitration Court (if applicable), or the Court of Arbitration for Sport (CAS). 2. FENAFUTH shall have jurisdiction in disputes of national scope, that is, those between parties subordinate to FENAFUTH. FIFA shall have jurisdiction in international disputes, that is, those between different national associations and/or confederations.

Judicial Bodies 1. FENAFUTH's judicial bodies are:

• a)

  the National Dispute Resolution Chamber;

• b)

  the Disciplinary Commission;

• c)

  the Ethics Commission;

• d)

  the Appeals Commission. 2. The judicial bodies shall be composed in such a way that their members collectively possess the knowledge, powers, and specific experience necessary to perform their work. The presidents and vice presidents of the judicial bodies must have the academic qualification that enables them to practice law. 3. Members of the judicial bodies cannot simultaneously belong to any other FENAFUTH body nor be a Deputy or have participation on the boards of directors of clubs that will be under their jurisdiction. 4. Sessions of the judicial bodies shall be confidential. 5. The disciplinary competency of Congress is reserved to impose suspensions and exclusions of Members or remove a member of an elected or ratified body. 6. The competencies and procedures of the judicial bodies shall be established by means of regulations. The Executive Committee shall draft, approve, and amend these regulations.

National Dispute Resolution Chamber 1. The National Dispute Resolution Chamber shall resolve disputes between FENAFUTH, Players, Clubs, coaches, and/or intermediaries, provided that the dispute is related to one of the following conflicts of national scope:

• a)

  Player Status;

• b)

  Player Transfers;

• c)

  Training Compensation;

• d)

  Solidarity Mechanisms. 2. The National Dispute Resolution Chamber shall be composed of seven (7) members, with a degree in law:

  • •

    Representatives of FENAFUTH: 3 members.

  • •

    Representatives of players: 2 members.

  • •

    Representatives of clubs: 2 members. 3. The functioning of the National Dispute Resolution Chamber and its procedure shall be established in the FENAFUTH Regulation on Player Status and Transfer.

Disciplinary Commission 1. The competencies of the Disciplinary Commission shall be established in FENAFUTH's Disciplinary Code. 2. The Disciplinary Commission may impose the sanctions described in these Statutes and in FENAFUTH's Disciplinary Code to Members, Affiliates, Officials, Players, Clubs, intermediaries, and match agents. 3. In disciplinary matters, the Executive Committee may delegate to its Members the power to act as a first instance disciplinary body in certain competitions, provided that the respective decisions are appealable before the Appeals Commission and subsequent instances.

Ethics Commission 1. The competencies of the Ethics Commission shall be specified in FENAFUTH's Ethics Code. 2. The Ethics Commission may impose sanctions described in these Statutes, the Ethics Code, and FENAFUTH's Disciplinary Code to Officials, Players, match agents, intermediaries, FENAFUTH employees, or any other person contracted by FENAFUTH.

Appeals Commission 1. The Appeals Commission is competent to hear appeals filed against decisions of the National Dispute Resolution Chamber and the Disciplinary Commission that have not been declared final under the corresponding FENAFUTH regulation. 2. Decisions issued by the Appeals Commission may be appealed before the National Arbitration Court or before the Court of Arbitration for Sport (CAS), as specified in these Statutes. 3. Members of the Appeals Commission must be lawyers. 4. The competencies of the Appeals Commission shall be established in FENAFUTH's Disciplinary Code and Ethics Code.

National Arbitration Court 1. The National Arbitration Court shall be proposed by the Executive Committee and ratified by Congress (National Arbitration Court). 2. Provided that internal proceedings have been exhausted, this National Arbitration Court shall handle in final and definitive instance

• •

  any appeal against a final and binding decision;

• •

  concerning a conflict of national scope;

• •

  issued by a FENAFUTH body. 3. However, the National Arbitration Court shall not hear appeals concerning

• •

  violations of the Rules of the Game;

• •

  suspensions of up to four matches or up to three months, with the exception of doping sanctions. 4. The functioning of the National Arbitration Court shall be governed by its own code, which shall comply with the requirements established by FIFA. 5. As long as FENAFUTH has not designated the National Arbitration Court, any appeal against the decisions mentioned in this article may only be referred in final and definitive instance to the Court of Arbitration for Sport (CAS). Its respective code shall apply. However, the Court of Arbitration for Sport (CAS) shall not hear appeals expressly excluded in this article.

Court of Arbitration for Sport (CAS) 1. In accordance with the corresponding provisions of the FIFA statutes, any appeal against a final and binding decision of FIFA, CONCACAF or UNCAF shall be submitted exclusively to the Court of Arbitration for Sport (CAS) in Lausanne, Switzerland. 2. However, the Court of Arbitration for Sport (CAS) shall not hear appeals regarding:

• •

  violations of the Laws of the Game;

• •

  suspensions of up to four matches or up to three months;

• •

  decisions adopted by a Court of Arbitration;

Disciplinary Measures The main disciplinary measures are: 1. Against natural and legal persons: a) warning; b) reprimand; c) fine; d) annulment of awards. 2. Against natural persons: a) caution; b) expulsion; c) match suspension; d) prohibition of access to dressing rooms and/or placement on the substitutes' bench; e) prohibition of access to stadiums; f) prohibition of engaging in any activity related to football; g) community service. 3. Against legal persons:

• a)

  prohibition of making transfers;

• b)

  play behind closed doors;

• c)

  play on neutral ground;

• d)

  prohibition of playing in a specific stadium;

• e)

  annulment of match result;

• f)

  expulsion from a competition;

• g)

  loss of match by withdrawal or resignation;

• h)

  point deduction;

• i)

  relegation to a lower category;

• j)

  replay of match.

Electoral Commission 1. The Electoral Commission is the body responsible for the organization and supervision of electoral processes in accordance with the Electoral Code of FENAFUTH. It shall organize and direct FENAFUTH elections and supervise the elections of the governing board of each Member. 2. The Electoral Commission is composed of two instances: • First Instance; • Appeals Instance. 3. Decisions of the First Instance may only be appealed before the Appeals Instance, excluding the possibility that decisions of the Appeals Instance may be appealed before any other body of FENAFUTH, an Arbitration Court, an external forum or governmental body. 4. The Electoral Code of FENAFUTH shall be prepared by the Executive Committee. 5. A member of the Electoral Commission may not simultaneously be a Deputy or a member of any other body of FENAFUTH.

Competitions 1. FENAFUTH shall organize, coordinate and supervise the following official competitions in its territory:

• •

  First Division

• •

  Second Division

• •

  Local, Regional and Interregional Championships

• •

  Cup Tournaments

• •

  Any competition it deems appropriate to organize. 2. The Executive Committee may delegate to Members the organization of competitions through a formal agreement. 3. No competition shall interfere with those organized by FENAFUTH. Competitions organized by FENAFUTH shall take priority. 4. The Executive Committee shall promulgate a specific regulation for this purpose.

Club Licensing Commission 1. The Executive Committee shall establish a regulation on the club licensing system (Club Licensing Regulation) that stipulates the requirements that clubs must meet to participate in FENAFUTH competitions. This Club Licensing Regulation must comply with the requirements established in the applicable regulations of CONCACAF and FIFA. 2. The Club Licensing Regulation shall define, in particular, the following points:

• a)

  The minimum requirements that Clubs must meet to be admitted to First Division competitions and competitions in the scope determined by FENAFUTH;

• b)

  The procedure regarding the granting of licenses. 3. The Club Licensing Commission shall be responsible for the implementation of the Club Licensing Regulation. 4. The Club Licensing Bodies are in charge of the club licensing system of Member Association (MA), in accordance with the Member Association (MA) Club Licensing Regulation and the Concacaf Regulation; 5. The Club Licensing Bodies are a First Instance Body and an Appeals Body; 6. Decisions rendered by the Club Licensing Bodies in second instance may be appealed only to the Court of Arbitration for Sport in Lausanne, Switzerland, or to an Arbitration Court in accordance with the provisions of these Statutes.

Rights 1. FENAFUTH is the original owner of all rights emanating from its competitions and other acts carried out in its jurisdiction, without any restriction regarding content, time, place and legal aspects. These rights include, among others, all kinds of economic rights, recording, reproduction and audiovisual broadcasting rights, multimedia rights, marketing and promotional rights and immaterial rights, such as emblems, and other rights emanating from intellectual property law. 2. The Audit and Compliance Commission shall prepare a study regarding the commercialization of these rights. This report shall include a cost assessment, an analysis of the national and international market and any other relevant information. The report shall be distributed to Members. 3. The Executive Committee shall decide how and to what extent these rights will be used, on the basis of the report of the Audit and Compliance Commission. Should the Executive Committee make a decision contrary to the recommendations of this report, it shall justify its decision in detail so that Members, on the one hand, can understand its exact scope and interpret it in the same way and, on the other hand, can effectively verify that the bids presented by the bidders respond to the applicable criteria of the contract in question. 4. The bidding of contracts shall be open and public. 5. The Audit and Compliance Commission shall prepare a specific regulation that stipulates all conditions and modalities of the bidding procedure in a clear, precise and unequivocal manner.

Authorization FENAFUTH and its Members have the exclusive responsibility to authorize the distribution of images, sounds and other data from football matches and acts under their respective jurisdictions, without any restriction regarding content, time, place and technical and legal aspects.

International Matches and Competitions 1. The competence to organize international matches and competitions between national teams and between teams of leagues, clubs and/or combined teams is exclusive to FIFA, the Confederations and the member associations involved. In accordance with the FIFA International Match Regulation, no matches or competitions may be disputed without the prior authorization of FIFA, the Confederations and the member associations involved. 2. FENAFUTH is obligated to comply with the international match calendar established by FIFA.

Sporting Relations FENAFUTH, its Members, Affiliates and Players, Officials, match agents and intermediaries, shall not dispute matches or establish sporting relations with associations (including their members, affiliates, players, officials, match agents and intermediaries) that are not member associations of FIFA or with provisional member associations of a Confederation without the prior approval of FIFA and the Confederations involved.

Authorization 1. Clubs, Leagues or any other group of teams affiliated with FENAFUTH may only affiliate with another FIFA member association with the authorization of FENAFUTH, the other member association, the respective Confederations and FIFA. 2. Clubs, Leagues or any other group of teams affiliated with FENAFUTH may not participate in competitions held in the territory of another member association without the authorization of FENAFUTH, the other member association, the respective Confederations and FIFA and only in the cases provided for in the FIFA International Match Regulation.

Financial Year 1. FENAFUTH's financial year shall be one year and shall begin on January 1 and end on December 31. 2. FENAFUTH's revenues and expenses shall be managed in such a manner that they are balanced during the financial year. FENAFUTH's primary responsibility shall be to ensure its future through the creation of reserves. 3. The General Secretary shall be responsible for preparing consolidated annual financial statements of FENAFUTH on December 31. These shall be approved by the Finance Commission, the Executive Committee and the Assembly.

Income FENAFUTH's income shall come in particular from:

• a)

  contributions from its Members;

• b)

  income generated through the commercialization of rights (marketing, broadcasting);

• c)

  penalties imposed by the competent bodies;

• d)

  other subsidies and income in relation to the objectives pursued by FENAFUTH;

• e)

  donations;

• f)

  any other income related to football.

Expenses FENAFUTH shall assume:

• a)

  expenses provided for in the budget;

• b)

  expenses approved by the Congress and/or the Audit and Compliance Commission;

• c)

  Extraordinary expenses duly justified.

External Audit 1. The External Audit of each fiscal period shall be conducted by an audit company of recognized prestige, which shall carry out the external audit of FENAFUTH, in accordance with international accounting standards. The Executive Committee shall submit the final External Audit report to the Congress. 2. FIFA and CONCACAF may conduct a financial audit at any time. This audit shall focus on all funds, transactions and economic-financial situations that affect FENAFUTH, in particular the examination and verification of its financial statements, in order to be able to issue a well-founded opinion on their degree of reliability.

Member Contributions 1. On proposal of the Executive Committee, the Congress shall approve the contributions of the Members. Likewise, the Congress may establish the amount of an annual fee. 2. Once the annual fee is established, it shall be paid in the first quarter. The annual fee of new Members shall be paid within thirty (30) days after the conclusion of the Congress in which they were admitted.

Fees FENAFUTH may demand a fee per match from its Members.

Deduction FENAFUTH may deduct an amount from a Member's account to settle the latter's debts.

Uncontemplated Cases and Force Majeure The Executive Committee shall have the authority to decide on cases of force majeure and on all those matters that are not specified in these Bylaws. Decisions must be made in a fair and legal manner, taking into consideration the pertinent regulations of FIFA and CONCACAF.

Dissolution 1. The Members may dissolve FENAFUTH during a Congress convened for such purpose. 2. If FENAFUTH dissolves, its assets shall be transferred to CONCACAF. These assets shall be held in trust as "bonus pater familiae" until the reconstitution of FENAFUTH. Notwithstanding, the Members may choose another recipient of the assets in their final Congress.

Transitory Clauses 1. All members of FENAFUTH have the obligation to adapt their bylaws to these Bylaws. Once their respective bylaws are approved, each member must proceed to convene and hold elections according to their new bylaws. 2. Only those members that comply with the requirements established in numeral 1 of this article may participate in the next elections of the FENAFUTH Executive Committee. 3. Likewise, members that do not participate in the elections of the FENAFUTH Executive Committee due to non-compliance with the provisions of numeral 1 of this article shall have one year from the approval of the FENAFUTH Bylaws to comply with what is established in said numeral, under penalty of losing their status as a member of FENAFUTH. 4. The different judicial commissions and the National Football Arbitration Court (TNAF) shall continue in their functions until the new commissions and the Dispute Resolution Chamber are duly elected by Congress. 5. The representation of the National League in Congress shall be twelve (12) deputies until the year 2021, and the number of clubs must increase from ten to twelve; otherwise, the two deputies shall represent the national football league of ascent. In the event that in the future the Professional National Football League increases again to twelve (12) teams, the two Deputies accredited to the National Football League of Ascent must return to the Professional National Football League.

Effective Date These Bylaws have been adopted by the Congress held in Tegucigalpa on October 22, 2016 and amendments approved at the XVI Extraordinary Congress held on July 25, 2019 were made.