constitution and bylaws national football league

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  • CONSTITUTIONAND BYLAWS

    OF THE

    NATIONALFOOTBALL LEAGUE

    Effective February 1, 1970(2006 Rev.)

    *Provisions of the Constitution relating to players (in particular, Articles XII,XIV, XV, XVI, XVII, and XVIII) remain subject to the provisions of theCollective Bargaining Agreement.

  • Table of Contents

    Article Page Number

    Article I Name and Principal Office 1

    Article II Purposes and Objects 2

    Article III Membership 3

    Article IV Territorial Rights 12

    Article V Meetings of the League 20

    Article VI Executive and Other Committees 23

    Article VII Officers 26

    Article VIII Commissioner 28

    Article IX Prohibited Conduct 37

    Article X Broadcasting and Television 45

    Article XI Playing Rules 48

    Article XII Eligibility of Players 49

    Article XIII Schedule 58

    Article XIV Selection Meeting 60

    Article XV Player Contracts 67

    Article XVI Assignment of Player Contracts 69

    Article XVII Player Limits and Eligibility 72

    Article XVIII Waivers 89

    Article XIX Conduct of Regular Season Games 96

    Article XX Divisional Playoff Games 105

    Article XXI Conference Championship Games 110

    Article XXII Super Bowl Game 113

    Article XXIII Preseason and Postseason Games 114

    Article XXIV Notices 116

    Article XXV Amendment of Constitution and Bylaws 117

    Appendix of Resolutions A-i

  • 1 Article I

    Article I

    Name and Principal Office

    1.1 The name of this association shall be National Football League,hereinafter called League. The word League herein shall refer to theNational Football League, unless otherwise specified.

    1.2 The Commissioner shall select the location of the office of the League,which shall be located in or adjacent to a city in which a League franchiseis operated.

  • 2 Article II

    Article II

    Purposes and Objects

    2.1 The purpose and objects for which the League is organized are:

    (A) To promote and foster the primary business of League members,each member being an owner of a professional football clublocated in the United States.

    (B) To do and perform such other functions as may be necessary tocarry out the purpose and objects of the League.

    2.2 The League is not organized nor to be operated for profit.

  • 3 Article III

    Article III

    Membership

    Members

    3.1 (A) Membership in the League shall be limited to the thirty-two (32)member clubs specified in Section 4.5 hereof and such newmembers as may be thereafter duly elected.

    (B) The admission of a new member club, either within or outside thehome territory of an existing member club, shall require theaffirmative vote of three-fourths of the existing member clubs ofthe League.

    See 1995 Resolution G-4 (Los Angeles franchise opportunity), App., p.1995-11999 Resolution EC-1 (Houston expansion), App., p. 1999-1

    Eligibility of New Members

    3.2 Any person, association, partnership, corporation, or other entity of goodrepute organized for the purpose of operating a professional football clubshall be eligible for membership, except:

    (A) No corporation, association, partnership, or other entity notoperated for profit nor any charitable organization or entity notpresently a member of the League shall be eligible formembership.

    (B) If any privately held corporation, partnership, trust, or other entityowns or operates, directly or indirectly, any substantial non-football business or assets and owns, directly or indirectly, aninterest in or otherwise operates a member club, then:

    (1) The member club shall be held in a separate corporation,partnership, or trust (the Football Company), the primarypurpose of which shall at all times be and remain theoperation of a professional football team as a member club ofthe League, which such primary purpose shall not be changed,and the only material asset of which shall be the member club;

    (2) The ownership interest in the Football Company shall be helddirectly by a holding company that shall have no operatingbusiness or material assets but only ownership interests inother entities, and the ownership interests in the holdingcompany shall be owned directly by individuals (or certain

  • 4 Article III

    trusts or partnerships approved by the Commissionersoffice); and

    (3) The Football Company and all individuals or entities holding adirect or indirect interest in the Football Company shall be subjectto all of the League policies and requirements on ownership thatthe members may from time to time adopt or apply, including,without limitation, all reporting, audit, ownership, and debtlimitation requirements.

    See 1985 Resolution FC-7 (rules governing limited partnerships),App., p. 1985-21988 Resolution FC-3 (club debt limitation requirements),App., p. 1988-21990 Resolution FC-2 (financial reporting), App., p. 1990-11996 Resolution FC-5 (rules governing limited partnerships;attribution), App., p. 1996-21996 Resolution FC-6 (rules governing corporations;attribution), App., p. 1996-31997 Resolution FC-3 (cross-ownership), App., p. 1997-11998 Resolution FC-10 (rules governing limited liabilitycompanies; attribution), App., p. 1998-122001 Resolution FC-4 (debt ceiling), App., p. 2001-12004 Resolution FC-1A (rules governing aggregation of aPrincipal Owners ownership interest with those of immediatefamily members for the purposes of determining whether suchPrincipal Owner holds at least a 30% beneficial interest),App., p. 2004-112004 Resolution FC-2 (cross-ownership), App., p. 2004-132004 Resolution FC-7 (financial reporting), App., p. 2004-142005 Resolution FC-2 (debt ceiling), App., p. 2005-6

    Admission for Members

    3.3 (A) Each applicant for membership shall make a written application tothe Commissioner. Such application shall describe the type oforganization and shall designate the city in which the franchise ofthe applicant shall be located. Such application shall furtherdescribe and contain the following information:

    (1) The names and addresses of all persons who do or shall ownany interest or stock in the applicant, together with astatement that such persons will not own or hold such interestor stock for the benefit of any undisclosed person ororganization;

    (2) A detailed balance sheet of such company as of the date oforganization and a pro forma statement as of the time it shall

  • 5 Article III

    commence actual operation. A written financial statementshall be required from the applicant and from anyone owningan interest in any applicant, including stockholders andpartners;

    (3) If applicant is a corporation, a certified copy of the Articles ofIncorporation, Bylaws and share certificate shall accompanysuch application, provided, however, that if the organizationof such corporation has not been commenced or completed, adetailed statement summarizing the proposed plan ofoperation and the capital structure thereof shall be furnished;

    (4) If applicant is a partnership, unincorporated association, orother entity, a certified copy of the Articles of Co-Partnershipor organization agreement shall accompany such application;

    (5) The names and addresses of all officers and directors; and

    (6) All applications shall contain a representation that uponacceptance, the applicant will subscribe to and agree to bebound by the Constitution and Bylaws, Rules and Regulationsof the League and any amendments or modifications thereto.

    (B) Each application for membership shall be accompanied by acertified check for twenty-five thousand dollars ($25,000). Uponapproval of any application for membership, an additional twenty-five thousand dollars ($25,000) shall be paid to the League. If anyapplication for admission is rejected, the League shall repay to theapplicant the sum of twenty-five thousand dollars ($25,000) paidby the applicant at the time of such application, less all expensesreasonably incurred in connection with the consideration andinvestigation of such application.

    (C) Upon receipt of any application for membership in the League, theCommissioner shall conduct such investigation thereof as hedeems appropriate. Following the completion of such investigation,the Commissioner shall submit the application to the members forapproval, together with his recommendation thereon, and suchinformation thereon that the Commissioner deems pertinent. Eachproposed owner or holder of any interest in a membership,including stockholders in any corporation, members of apartnership, and all other persons holding any interest in theapplicant, must be individually approved by the affirmative vote ofnot less than three-fourths or 20, whichever is greater, of themembers of the League.

  • 6 Article III

    Franchise Certificate of Membership

    3.4 Each member shall receive a Franchise Certificate of Membership signedby the Commissioner and Secretary of the League certifying that suchmember is a member of the League and holds a franchise from theLeague to operate a professional football club in a designated city. SuchFranchise Certificate shall not be assignable nor transferable, except asprovided in Section 3.5 hereof.

    Transfer of Membership

    3.5 No membership, or any interest therein, may be sold, assigned, orotherwise transferred in whole or in part except in accordance with andsubject to the following provisions:

    (A) Application for the sale, transfer, or assignment of a membership,or of any interest therein, must be made in writing to theCommissioner. Upon receipt of such application, theCommissioner is empowered to require from applicant andapplicant shall furnish such information as the Commissionerdeems appropriate, including:

    (1) The names and addresses of each of the buyers, transferees, orassignees thereof;

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