IBA COMPLIANCE

	Articles of Incorporation
	Original Appointment of Agent
	Code of Regulations
	Ratings Statement from the International Boxing Association Ratings Chairman
	Appeal Process

The undersigned, desiring to form a corporation for profit under O.R.C. § 1701.01 et seq., hereby certifies:

Article One

The name of said corporation shall be INTERNATIONAL BOXING ASSOCIATION, INC. 

Article Two

The principal office of said corporation is to be located at 6231 Mandalay Drive, Parma Heights, Cuyahoga County, Ohio, 44130.

The authorized number of shares of the corporation shall be eight hundred fifty (850) all of which shall be common shares without par value.


IN WITNESS WHEREOF, I have hereunto subscribed my name, this 26th day of August, 1996.


International Boxing Association, Inc.

Stephen M. Bucha, III
Incorporator

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ORIGINAL APPOINTMENT OF AGENT
Ohio Corporation
O.R.C. Section 1701.01

The undersigned being the incorporator of INTERNATIONAL BOXING ASSOCIATION, INC. of 6231 Mandalay Drive, Parma Heights, Cuyahoga County, Ohio 44130, hereby appoints Stephen M. Bucha, III, a natural person having a business address in the county in which the corporation has its principal office, the agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served. His complete address is 6231 Mandalay Drive, Parma Heights, Cuyahoga County, Ohio 44130.

International Boxing Association, Inc.

Stephen M. Bucha, III
Incorporator

Sir:

I hereby accept the appointment as agent of your corporation upon whom any process, notice, or demand may be served.

Stephen M. Bucha, III

CODE OF REGULATIONS
OF INTERNATIONAL BOXING ASSOCIATION, INC.

Adopted by its shareholders entitled to vote for the government of the corporation:

Article I.

(a) Annual Meetings. The annual meeting of the shareholders of this corporation shall be held at a location designated by of the President of International Boxing Corporation on the first Monday in January of each year, at 9:00 o'clock A.M., if not a legal holiday, but if a legal holiday, then on the day following at the same hour. The first annual meeting of the corporation shall be held in 1997. Pursuant to Ohio Revised Code Section 1701.54, by consent of all of the shareholders, action can be taken by the shareholders in writing without a meeting.

(b) Special Meetings. Special meetings of the shareholders of this corporation shall be called by the Secretary, pursuant to a resolution of the Board of Directors, or upon the written request of the one director, or by the shareholders representing 25% of the shares issues and entitled to vote. Calls for special meetings shall specify the time, place and object or objects thereof, and no business other than that specified in the call therefor shall be considered at any such meetings.

(c) Notice of Meetings. A written or printed notice of the annual or any special meeting of the shareholders, stating the time and place, and in case of special meetings, the objects thereof, shall be given to each shareholder entitled to vote at such meeting appearing on the books of the corporation, by mailing same to his address as the same appears on the records of the corporation or of its Transfer Agent, or Agents, at least
seven (7) days before any such meeting; provided, however, that no failure or irregularity of notice of any annual meeting shall invalidate the same or any proceeding thereat. All notices with respect to any shares to which persons are Jointly entitled may be given to that one of such persons who is named first upon the books of the Corporation and notice so given shall be sufficient notice to all the holders of such shares.

(d) Quorum. A majority in number of the shares authorized, issued and outstanding, represented by the holders of record thereof, in person or by proxy, shall be requisite to constitute a quorum at any meeting of shareholders, but less than
such majority may adjourn the meeting of shareholders from time to time and at any such adjourned meeting any business may be transacted which might have been transacted if the meeting had been as originally called.

(e) Proxies. Any shareholder entitled to vote at a meeting of shareholders may be represented and vote thereat by proxy appointed by an instrument in writing, subscribed by each shareholder, or by his duly authorized attorney, and submitted to the Secretary at or before such meeting.

Article II.

SECTION l.--Certificates. Certificates evidencing the ownership of shares of the corporation shall be issued to those entitled to them by transfer or otherwise. Each certificate for shares shall bear a distinguishing number, the signature of the President and of the Secretary and such recitals as may be required by law. The certificates for shares shall be of such tenor and design as the Board of Directors from time to time may adopt.

SECTION 2.--Transfers.
(a) The shares may be transferred on the proper books of the corporation by the registered holders thereof, or by their attorneys legally constituted, or their legal representatives, by surrender of the certificate therefor for cancellation and a written
assignment of the shares evidenced thereby. The Board of Directors may, from time to time, appoint such Transfer Agents or Registrars of shares as it may deem advisable, and may define their powers and duties.

(b) All endorsements, assignments, transfers, share powers or other instruments of transfer of securities standing in the name of the corporation shall be executed for and in the name of the corporation by any one of the following officers, to wit: the President, and the Treasurer or Secretary; or by any person or persons thereunto authorized by the Board of Directors.

SECTION 3.--Lost Certificates. The Board of Directors may order a new certificate or certificate of shares to be issued in place of any certificate or certificates alleged to have been lost or destroyed, but in every such case the owner of the lost
certificate or certificates shall first cause to be given to the corporation a bond, with surety or sureties satisfactory the corporation in such sum as said Board of Directors may in its discretion deem sufficient as indemnity against any loss or liability that the corporation may incur by reason of the issuance of such new certificates; but the Board of Directors may, in its discretion, refuse to issue such new certificate save upon the order of some court having jurisdiction in such matters pursuant to the statute made and provided.

SECTION 4.-- Closing of Transfer Books. The share transfer books of the corporation may be closed by order of the Board of Directors for a period not exceeding ten (10) days prior to any meeting of the shareholders, and for a period not exceeding ten (10) days prior to the payment of any dividend. The times during which the books may be closed shall, from time to time, be fixed by the Board of Directors.


Article III.

The number of directors of International Boxing Association, Inc. shall be fixed by resolution of the shareholders who may change the number of directors at the conclusion of the directors' terms. If no action is taken by the shareholder to alter the number of directors at the conclusion of the directors' term, the number of directors shall remain unchanged. The election of directors shall be held at the annual meeting of the shareholders, or at a special meeting called for that purpose. Directors shall hold office until the expiration of the term for which they were elected and shall continue in office until their respective successors shall have been duly elected and qualified.

Article IV.

A resignation from the Board of Directors shall be deemed to take effect upon its receipt by the Secretary, unless some other time is specified therein. In case of any vacancy in the Board of Directors, through death, resignation, disqualification, or other cause deemed sufficient by the Board, the remaining directors, through less than a majority of the whole Board, by affirmative vote of a majority of those present at any duly convened meeting may, except as hereafter provided, elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election and qualification of a successor.

Article V.

Regular meetings of the Board of Directors shall be held monthly on such dates as the Board may designate. 

Article VI.

Special meetings of the Board of Directors shall be called by the Secretary and held at the request of the President or any two of the directors.

Article VII.

The Secretary shall give notice of each meeting of the Board of Directors, whether regular or special, to each member of the Board.

Article VIII.

The presence of fifty percent (50%) of the Directors in office at the time shall constitute a quorum at all meetings thereof.

Article IX.

The Board of Directors may hold its meetings at such place or places within or without the State of Ohio as the Board may, from time to time, determine.

Article X.

Directors, as such, shall not receive any stated salary for their services, but, on resolution of the Board, a fixed sum for expenses of attendance, if any, may be allowed for attendance at each meeting, regular or special, provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation as the Board of Directors may determine for attending committee meetings.

Article XI.

The Board of Directors are responsible for the management and control of the affairs, business, funds, and property of the corporation, and has powers commensurate with its duties. Except as provided by law, the articles of incorporation, or this code of regulations, and subject to the power of the shareholders to modify or rescind actions of the Board, the Board of Directors are authorized to exercise all powers of the corporation and to take any action the shareholders themselves take.

Article XII.

The fiscal year of the corporation shall end December 31st, or on such other date as the Board of Directors may fix.

Article XIII.

At the first meeting of the Board of Directors in each year held next after the annual meeting of the shareholders, and at any special meeting provided in Article VI, the Board of Directors shall elect officers of the corporation (including the
President), and designate and appoint such subordinate officers and employees as it shall determine. They may also appoint an executive committee or committees from their number and define their powers and duties.

Article XIV.

The officers of this corporation shall be a President, who shall be a director, and also a Vice-President, a Secretary and a Treasurer who may or may not be directors. Said officers shall be chosen by the Board of Directors, and shall hold office for one year, and until their successors are elected and qualified. Additional Vice-Presidents may be elected from time to time as determined by the Directors who may also appoint one or more Assistant Secretaries, and one or more Assistant
Treasurers, and such other officers and agents of the corporation as it may from time to time determine.

Any officer or employee elected or appointed by the Board of Directors, other than that of director may be removed at any time upon vote of the majority of the whole Board of Directors.

The same person may hold more than one office, other than that of President and Vice-President, or Secretary and Assistant Secretary, or Treasurer and Assistant Treasurer.

In case of the absence of any officer of the corporation, or for any other reason which the Board of Directors may deem sufficient, the Board of Directors may delegate the powers or duties of such officer to any other officer or to any director, provided a majority of the whole Board of Directors concur therein.

Article XV.

(a) President. The President shall preside at all meetings of shareholders and directors. He shall exercise, subject to the control of the Board of Directors and the shareholders of the corporation, a general supervision over the affairs of the
corporation, and shall perform generally all duties incident to the office and such other duties as may be assigned to him from time to time by the Board of Directors.

(b) Vice-President. The Vice-President shall perform all duties of the President in his absence or during his inability to act, and shall have such other and further powers, and shall perform such other and further duties as may be assigned to him by
the Board of Directors.

(c) Secretary. The Secretary shall keep the minutes of all proceedings of the Board of Directors and of the shareholders and make a proper record of the same, which shall be attested by him. He
shall keep such books as may be required by the Board of Directors, and shall take charge of the seal of the corporation, and generally perform such duties as may be required by the Board of Directors.

(d) Treasurer. The Treasurer shall have the custody of the funds and securities of the corporation which may come into his hands, and shall do with the same as may be ordered by the Board of
Directors. When necessary or proper he may endorse on behalf of the corporation for collection, checks notes and other obligations. He shall deposit the funds of the corporation to its credit in such banks and depositaries as the Board of Directors may, from time to time, designate. The fiscal year of the corporation shall be co-extensive with the calendar year. He shall submit to the annual meeting of the shareholders, as statement of the financial condition of the corporation, and whenever required by the Board of Directors,
shall make and render a statement of his accounts, and such other statements as may be required. He shall keep in books of the corporation, full and accurate accounts of all moneys received and
paid by him for account of the corporation. He shall perform such other duties as may, from time to time, be assigned to him by the Board of Directors.

Article XVI.

This order may be changed by the affirmative vote of the majority in interest of the shareholders present.

Article XVII.

Upon the ceasing of operations of International Boxing Association, Inc., after distributions of corporate assets as required by law, the remaining corporate assets will be distributed to the shareholders in proportion to their number of shares.

Article XVIII.

These regulations may be adopted, amended or repealed by the affirmative vote of a majority of the shares empowered to vote thereon at any meeting called and held for that purpose, notice of which meeting has been given pursuant to law, or without a meeting by the written assent of the owners of two-thirds of the shares of the corporation entitled to vote thereon.  Thereupon, the following written assent to the adoption of the code of regulations aforesaid was entered in these minutes and subscribed all of the shareholders of this corporation.

ASSENT TO THE ADOPTION OF REGULATIONS

_______________1996

We, the undersigned, being the owners of the number of shares of International Boxing Association, Inc. set opposite our respective names, do hereby assent, in writing, to the adoption of the code of regulations hereinbefore set forth for the government of this corporation.


Names No. of Shares

Dean Chance  -  90
Stephen M. Bucha III - 10

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