BY-LAWS OF NATIONAL GAY BASKETBALL ASSOCIATION, INC.
(Non-Profit, Non-Stock Corporation)
(By-laws Adopted and Effective as of November 7, 2013)
ARTICLE I
GENERAL PROVISIONS
1.1 NAME
The name of the Corporation is the National Gay Basketball Association, Inc. (the “Corporation”).
1.2 PURPOSE
The purposes of the Corporation are to provide services for the lesbian, gay, bisexual, transgendered, queer identified and lgbt allied basketball players in need of those charitable, and educational services provided by the National Gay Basketball Association, Inc., generally, and any and all other lawful purposes allowed by law, which are not otherwise set forth in the Articles of Incorporation (the “Articles”) which qualify the Corporation as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), or any corresponding provisions of any future law governing tax exempt organizations and which grants the Corporation exemption from tax on income and taxation on qualifying donations and other gifts to the Corporation for deduction as charitable donations.
1.3 OFFICE
The principal office of the Corporation shall be at the address of 4239 Marber Ave, Lakewood, California 90713 and such other location as the Board of Directors of the Corporation (“The Board”) may designate. The Board may have such other offices, within or without, the State of California as the Board may designate or the business of the Corporation may require.
1.4 MEMBERSHIP
The Corporation is a non-profit and non-stock Corporation and will have not have a voting membership.
ARTICLE II
BOARD OF DIRECTORS
2.1 GENERAL POWERS
The property, business and affairs of the Corporation shall be managed by the Board. The Board shall act only as a board and not individually. The Board may adopt, as it deems proper, rules and regulations for the conduct of its meetings and management of the Corporation, which are not inconsistent with these By-laws, the Articles, the laws of the State of California or the rules, regulations, or laws of the United States.
Each member of the Board shall serve in a fiduciary capacity and refrain from exercising any power in such a manner as to disqualify the Corporation from federal income tax exemption as a qualified charitable organization or any gift from deduction as a charitable gift or bequest in computing federal income gift or estate tax of the donor or his or her estate.
2.2 NUMBER, TENURE, AND QUALIFICATION
There shall be a minimum of three (3) directors and a maximum nine (9). The minimum and maximum numbers of elected directors may be increased or decreased from time to time by amendment to these By-laws. All directors shall have equal and full voting responsibilities as members of the Board. A decrease in the number of elected directors by resolution or amendment to these By-laws shall not have the effect of shortening the term of any incumbent director.
2.3 APPOINTMENT OF DIRECTORS
Membership on the Board of Directors shall consist of at least three (3) and no more than four (4) members appointed by the Incorporator; and no more than five (5) member appointed by the Board. Such directors and alternates, if any, shall be appointed, after consultation with the board of directors.
Each director, including the initial directors of the Corporation, shall hold office until his or her successor has been duly elected and has qualified or until his or her death or until he or she resigns or is removed.
Members of the Board of Directors shall be appointed two (2) year terms and may be reappointed.
2.4 CONFLICTS OF INTEREST
No person whose presence on the Board would cause the Board to lose its status as an independent governing body as defined in Section 1.507-2(a)(8)(ii) of the regulations established under the Internal Revenue Code of 1986 shall serve on the Board. In addition, no director shall take any action to influence the conduct of the Corporation, which results in financial benefit to him or herself or to any entity or undertaking in which the director has an interest.
If an issue arises in which the director or related party could obtain such a benefit, the affected director must disclose the potential conflict fully. If it is determined that a conflict exists, the director may not vote or engage in any discussion on the matter at issue.
The Board may, by resolution, adopt such other additional policies and requirements relating to conflicts, as it deems appropriate.
2.5 COMPENSATION OF DIRECTORS
Directors shall not receive any compensation for their services as directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Nothing herein shall prevent a director from serving the Corporation and any other capacity in receiving compensation for such services.
2.6 RESIGNATION AND REMOVAL
Any director may resign his office on the Board by giving written notice of his or her resignation to the Chairman. A director may be removed from office by the Board, when, in the Board’s judgment, the best interests of the Corporation would be served, by two-thirds (2/3) majority vote of the directors fixed by these By-laws. The resignation or such removal of a director shall be effective immediately. The election or appointment of an officer shall not in and of itself create any contract rights.
2.7 VACANCIES
If a member of the Board resigns or dies, he or she shall be replaced by a director appointed by the respective subdivision which such director represented.
2.8 MEETINGS
(a) Regular Meetings
Regular meetings shall be held at least one time a year and such meeting shall be held in the month of November. Notice of regular meetings shall be given no less twenty-four (24) hours and no more than fifty (50) days prior to the date and time of such meeting.
(b) Special Meetings
Special meetings of the Board may be called by two (2) directors or by the Chairman. The person(s) authorized to call special meetings of the directors may fix the time of any special meeting of the Board called by them. Notice of a special meeting of the Board shall be given to all directors no less than five (5) days in advance of the meeting, unless there is an emergency, which shall require a notice of not less than twenty-four (24) hours. The notice of any special meetings must state the purpose or purposes for which the meeting is called, unless otherwise required by these By-laws.
(c) Notice
Any notice of a meeting, whether annual, regular or special, may be given by telephone, e-mail, video chat, or by other electronic transmissions. A director who attends a meeting of the Board, whether annual, regular or special, unless he/she attends for the expressed purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened, shall be deemed to have received notice of the meeting.
(d) Waiver of Notice
Notwithstanding the provisions of the foregoing sections to the contrary, notice of any meeting of the Board, may be waived by a writing signed by the director entitled to such notice, whether before or after the meeting referenced in the notice.
(e) Quorum
At any meeting of the Board, the presence of a majority of the directors fixed by these By-laws or by resolution of the Board shall constitute a quorum for the transaction of business. If a quorum of the Board is not in attendance, the Board Chair may adjourn the meeting. Attendance and voting at a meeting by telephone, or video conference shall be permitted, provided that all parties on either side of the telephone, or video call can hear and communicate with one another.
(f) Voting Rights
All voting rights and voting power associated with the Corporation shall reside with the Board. Every director present at a meeting of the Board shall be entitled to cast one (1) vote with respect to any matter presented to the Board for vote. Unless the manner of deciding an issue has not otherwise been prescribed, the vote of a majority of the Board present at a meeting at which there is a quorum shall be the act of the directors. If a quorum is not present at any meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
(g) Action without Meeting
Any action which may be taken at a regular or special meeting of the Board may be taken without a meeting, if a written consent setting forth the action is signed by either before or after such action by all of the directors. Such consent shall have the same force and effect as an unanimous vote.
(h) Place of Meetings
The Board may hold its meetings, annual, regular or special, at such place or places within or without the State of California as the Board may from time to time by resolution determine or (unless to the contrary of the resolution of the Board) at such place shall be specified in the notice of such meeting.
(i) Order of Business at Meetings
The order of business at any meeting of the Board, whether annual, regular or special shall be as follows: (i) call of the role; (ii) approval of the minutes of the meeting immediately prior, if appropriate; (iii) reports of the officers, executive director, committees and other communications; (iv) election of directors or officers when appropriate; (v) unfinished business; (vi) new business; (vii) adjournment.
(j) Rules of Order
The Corporation shall utilize and follow Robert’s Rules of Order, newly revised, current edition for all meetings of the Board, unless otherwise specifically provided by these By-laws.
2.10 DELEGATION OF AUTHORITY AND DUTIES
The Board from time to time may appoint persons or entities whose advice, assistance and support may be deemed helpful in determining policies and in formulating programs for carrying out the purposes of the Corporation.
The Board is authorized to employ such persons, including an Executive Director, attorneys, custodians, agents and assistance as it deems are needed for the administration and management of the Corporation.
ARTICLE III
OFFICERS
3.1 ELECTED OFFICERS
The Officers of the Corporation shall be a Commissioner, Deputy Commissioner of Operations, Deputy Commissioner of Marketing, Deputy Commissioner of Finance and Deputy Commissioner of Player Relations. Such other officers and committees as may be deemed necessary may be elected or appointed by the Corporation. The officers shall be elected from the Board. All officers shall be elected to a two (2) year term. The term of office shall begin April 15 and each officer shall hold office until his or her successor shall have been duly elected and shall have been qualified or until his or her death or until he or she shall resign or shall have been removed in the manner provided hereinafter.
The Chairman shall, at least thirty (30) days prior to the annual regular meeting, appoint a nominating committee of two (2) persons. The nominating committee shall, at the meeting, submit the name(s) of one or more persons for each office to be filled.
3.2 DUTIES OF OFFICERS
Duties and powers of the officers of the Corporation shall be as follows:
(a) Commissioner
The Chairman, when present, shall preside at all meetings of the Corporation and of the Executive Committee, perform such executive and administrative functions as may be prescribed, from time to time, by the Board of these By-laws, and shall vote as any other member. The Chairman may sign any contracts or other instruments which the Board has authorized, except in cases the Board delegates to some other officer or agent of the Corporation or as these By-laws or the law requires otherwise; and in general shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Board from time to time. He or she shall have the power and duties customarily pertaining to the office of Chairman of the Corporation; and shall perform such further duties as may be assigned to her/him by the Corporation. The Chairman may appoint such ad hoc committees as he deems to be necessary or desirable.
(b) Deputy Commissioner of Operations and Marketing
The Vice-Chairman shall perform the duties of the Chairman when the Chairman is absent or unavailable for the performance of his or her duties, and such other duties as may from time to time be assigned to him or her by the Chairman or the Corporation. When acting in the absence of the Chairman, the Vice-Chairman shall be a member, ex-officio, with right to vote, on all committees designated by the Board.
(c) Secretary
The Secretary shall keep the minutes of the meetings of the Board in one (1) or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of the By-laws or as required by law, be the custodian of the corporate records and of the seal of the Corporation, keep a register of the addresses of each director, conduct correspondence, execute orders, votes and resolutions of the Board unless otherwise directed, collect and record any fees, annual dues and contributions, and pay them over to Treasurer, notify the directors and officers of their election to office, and generally to devote his or her best efforts to advancing the purposes and interests of the Corporation and perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chairman or by the Board. In the absence of the Secretary, the Chairman may appoint a Secretary Pro Tem. The Executive Director may serve as the Secretary, however, the Executive Director shall not have voting rights in that capacity.
(d) Deputy Commissioner of Finance
The Treasurer shall hold and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation; deposit all monies in the name of the Corporation in such banks or other depositories selected by the Board and, in general, perform all of the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him or her by the Chairman or the Board.
The Treasurer shall maintain a complete set of books and other financial records for the Corporation, and submit a financial report of the Corporation to the Board each calendar quarter. The report shall show assets on hand as of the beginning of the quarter, receipts and disbursements for the quarter, and assets on hand at the end of the quarter. The funds and records in his or her hands shall be under the supervision of the Board and subject to its inspection and control.
Upon expiration of his or her term in office, the Treasurer shall deliver to the successor all books, money and other property. In the absence or upon the disability of the Treasurer, the Chairman may appoint a Treasurer Pro Tem. The Treasurer shall, if required by the Board, give the Corporation such security in the form of a bond for the faithful discharge of his/her duties as the Board may direct.
Subject to the approval in advance by the Board, the Treasurer may employ and reasonably compensate custodians or agents on behalf of the Corporation to hold and manage any funds of the Corporation.
ARTICLE IV
COMMITTEES
4.1 EXECUTIVE COMMITTEE
The Executive Committee shall be comprised of a Chairman, Vice-Chairman, Secretary, Treasurer, and immediate Past Chairman. The Executive Committee may exercise the powers of the Board and the management of the affairs of the Corporation between Board meetings. At least 50% of the members of the Executive Committee shall constitute a quorum. All actions taken by the Executive Committee shall be reported to the Board at the next scheduled Board meeting. Service on the the Executive Committee will be a one year term.
4.2 OTHER COMMITTEES
Other Committees may be designated by resolution of the Board. A majority of the members of a committee shall constitute a quorum for transacting business, and all matters coming before a committee may be decided by a majority vote of the committee members present at such a meeting.
ARTICLE V
INDEMNIFICATION
5.1 DEFINITIONS
In this paragraph, “applicant” means the person seeking indemnification pursuant to this Article. “Expenses” include counsel fees and other reasonable costs related to defense of a claim. “Liability” means the obligation to pay a judgment, settlement, penalty, fine, including any excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to any proceeding. “Party” includes an individual who was, is, or is threatened to be, a named defendant or respondent in a proceeding. “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil or criminal, administrative or investigative and whether formal or informal.
5.2 LIMITATION OF LIABILITY
In any proceeding brought by or in the right of the Corporation, no Director or Officer of the Corporation shall be liable to the Corporation for monetary damages, including reasonable attorneys fees, with respect to any transaction, occurrence or course of conduct, whether prior or subsequent to the effective date of this Article, except for liability resulting from such person’s having engaged in willful misconduct or a knowing violation of the criminal law.
5.3 INDEMNIFICATION
The Corporation shall indemnify (i) any person who was or is a party to any proceeding, including a proceeding brought by a director or other person in the right of the Corporation, by reason of the fact that he is or was a director or officer, employee or agent, of the Corporation, or (ii) any director or officer who is or was serving at the request of the Corporation as a director, trustee, partner or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. The Board may, by a majority vote, enter into a contract to indemnify any director (or officer) with respect to any proceeding arising from any act or omission, whether occurring before or after the execution of such contract. The Board may extend the scope of this indemnity to the extent allowed by the laws of the State of California.
5.4 EFFECT OF AMENDMENT TO THIS ARTICLE
No amendment or repeal of this Article shall have any effect on the rights provided under this Article with respect to any act or omission occurring prior to such amendment or appeal.
5.5 EFFECT OF THE TERMINATION OF THE PROCEEDING
The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the applicant did not meet the standard of conduct desired in paragraph 6.2 or 6.3.
5.6 SCOPE OF INDEMNITY
Every reference herein to Directors, Officers, include former Directors, Officers, employees and agents and their respective heirs, executors and administrators. The indemnification hereby provided and provided hereafter pursuant to the power hereby conferred by this Article on the Board of Directors shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Corporation or others, with respect to claims, issues or matters for which the Corporation would not have the power to indemnify such person under the provisions of this Article.
5.7 SEVERABILITY
Each provision of this Article shall be severable, and an adverse determination as to any such provision shall in no way affect the validity of any other provision.
ARTICLE VI
AUDITS
Each year that an external audit is not required, the Board shall conduct an internal audit of the financial affairs of and the distributions made by the Corporation. The audit shall be performed by a two person audit committee composed of Board members other than the Treasurer. Upon a resolution of the Board, the accounts and distributions of the Corporation may be audited by a reputable Certified Public Accountant, whose report shall be submitted to each member of the Board.
ARTICLE VII
BONDS
At the direction of the Board, any officer or employee of the Corporation may be bonded. The expense of furnishing any such bonds shall be paid by the Corporation.
ARTICLE VIII
CORPORATE SEAL
The Corporation may have a seal in the appropriate form, which shall be kept by the Secretary. The seal shall be affixed to the formal documents executed in the name of the Corporation to which by law or custom the Corporate seal is required to be placed. The Corporate seal of the Corporation shall be impressed upon the margin of this page and By-laws.
ARTICLE IX
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of December of each year
ARTICLE X
NON-DISCRMINATION
The Corporation shall in no way discriminate against any person because of race, religion, color, age, gender, gender identity, sexual orientation, or national or ethnic origin, in the conduct of the Corporation’s activities (including, but not limited to, the selection or hiring of employees and contractors and the selection of those admitted to the Corporation’s Board, or those selected to participate in the Corporation’s programs and activities).
ARTICLE XI
COMMON GOVERNING INSTRUMENT
The Articles of Incorporation and the By-laws of the Corporation shall, together, be deemed the “Common Governing Instrument” of the Corporation for the purposes of Section 1.170 (A) (9) (e) (11) (iv) of the regulations established under the Internal Revenue Code of 1986. All funds of the Corporation shall be subject to the Common Governing Instrument.
ARTICLE XII
AMENDMENTS
These By-laws may be altered, amended, or repealed and replaced with new By-laws which may be adopted by any meeting of the Board provided the proposed amendment or amendments are set forth in the notice of the meeting. The By-laws may be amended or repealed and replaced by a vote of no less than two-thirds (2/3) majority of the number of the directors fixed by these By-laws.
Notice of any meeting of the Board at which an amendment to the By-laws is to be considered shall be given at least ten (10) days prior to the date of such meeting.
ARTICLE XIII
MEMBERSHIP
Section 13.1 — Admission of Members
The Board of Directors shall set up a process by which members may join NGBA provided they meet the qualifications in Section 1.2 of this Article. Membership shall commence upon payment of any required dues.
Section 13.2 —Annual Membership Dues:
Each member must pay to this corporation, within the time and on the conditions set by the Board, dues and fees in amounts to be fixed from time to time by the Board. Basic dues shall be equal for all members of this corporation, except that the Board may create discounted rates and may accept specified hours of work on projects to be assigned by the Board or staff, in lieu of payment of dues, so that membership shall be accessible to those with reduced financial resources. The Board may determine the conditions under which any payment of dues shall be refundable.
Section 13.3 — Good Standing.
Those members who have paid the required dues, fees, and assessments, if any, and who are not suspended, shall be members in good standing of this corporation.
Section 13.4 — Membership Roster.
This corporation shall keep a membership roster containing the name of each member and the last mailing and email address provided to this corporation by the member for purposes of notice. The roster shall indicate whether a member is in good standing from time to time.
Section 13.5 Designated Representatives.
Any members of this corporation that are organizations shall exercise all the rights and obligations of membership in this corporation, including the right to vote, through a designated representative. An organizational member may change its designated representative at any time.
Section 13.6 Termination of Membership.
Membership in this corporation shall continue until terminated as provided in this Section, or until the member dies, dissolves, or resigns in writing, No such resignation shall relieve the resigning member of any accrued but unpaid obligations of such member to this corporation.
Basis for Termination. Membership in the corporation shall terminate upon the occurrence of any of the following events or conditions:
Expiration. If a membership is issued for a period of time, such membership shall automatically terminate when such period of time has elapsed, unless the member elects to renew the membership.
Nonpayment of Dues. A member’s membership in this corporation shall automatically terminate thirty days after such member is sent written notice of the failure to pay dues or fees on or before their due date. A member may avoid such termination by paying the amount of delinquent dues or fees, together with any interest thereon, within such thirty-day period.
iii. Failure to Qualify. On a good faith finding by the Board of Directors, made in accordance with this Section, that a member no longer meets the qualifications set forth in Article I, Sections 1.2, such member’s membership in this corporation shall terminate.
Interests of Corporation. On a good faith finding by the Board of Directors, made in accordance with this Section, that continued participation by the member in this corporation as a member is not in the best interests of this corporation and the furtherance of its purposes.
Failure to adhere to the personal code of conduct, and self control. Any actions that endanger the health and safety of NGBA members and guest is subject to membership termination.
Any personal conduct detrimental to the function and/or mission of the NGBA is cause for membership termination.
Termination Procedures In the case of proposed termination of a membership under subsection A. iii or iv above, the following procedures shall apply:
Notice. This corporation shall send a written notice to the member, setting forth the proposal for termination, the reasons for it, the date on which the proposed termination shall become effective, and the date, time, and place (if any) of the hearing described in the next subsection. Such notice shall be sent at least fifteen days before the proposed date of termination, and at least ten days before the date set for the hearing, by email to the last email address provided by the member to the corporation for purposes of notice.
Hearing. The member shall be given an opportunity to be heard, either orally or in writing, not less than five days before the effective date of the proposed termination, by the Board or the person or committee authorized by the Board to decide whether the proposed termination will take place. If the member does not appear and has not notified the Secretary of any adequate reason therefor, or chooses not to appear at the hearing, the termination shall be effective automatically on the proposed date of termination.
iii. Determination. Following the hearing date, the Board (or the person or committee authorized by the Board to decide whether the proposed termination will take place) shall decide whether or not the member should in fact be terminated, suspended, or sanctioned in some other way. That decision shall be final, and the member shall be promptly notified of it. If a member is terminated hereunder, all membership rights of such member in the corporation shall cease on the effective date of the termination stated in the notice given pursuant to subsection B. i above.
Refund. The Board may determine whether any person whose membership has been terminated or suspended shall receive a refund of any dues already paid. Any refund shall be prorated to return only the un-accrued balance remaining for the period of the dues payment.
Section 13.7— Rights of members:
Section 1. Voting Rights. The corporation shall have no members who have any right to vote.
Section 13.8 Inspection Rights.
Articles and Bylaws. This corporation shall keep at its principal office in California current copies of the Articles of Incorporation and Bylaws of this corporation, which shall be open to inspection by members at all reasonable times.
Accounting Records; Minutes. On written request, any member (in person or through an agent or attorney) may inspect and copy the accounting books and records of this corporation and the minutes of the proceedings of the members, the Board, or any Board Committee, at any reasonable time and for a purpose reasonably related to the member’s interests as a member.
Membership Records. The right of members to have access to the membership records of this corporation shall be governed by Sections 6330 through 6332 of the California Nonprofit Public Benefit Corporation Law.
Section 13.9 — Resignation and termination:
Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board of Directors. Membership is automatically terminated if members do not renew their membership and pay their membership dues.
Section 13.10 — Non-voting membership:
The board shall have the authority to establish and define voting and non-voting categories of membership.
Article XIV
DISSOLUTION
Section 14.1: Dissolution Process
In the event that the Board of Directors determines that it is necessary or advisable to dissolve the National Gay Basketball Association (NGBA),
a resolution shall be presented at a regular or special meeting of the Board. This resolution must be approved by a two-thirds (2/3) majority vote of the Directors then in office.
Section 14.2: Distribution of Assets
Upon the dissolution of the NGBA, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the NGBA, distribute all remaining assets to one or more organizations that are organized and operated exclusively for charitable, educational, religious, or scientific purposes and are recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the NGBA is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine.
Section 14.3: Prohibition of Inurement
No part of the net earnings of the NGBA shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that the NGBA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these bylaws.
Section 4: Irrevocable Dedication
The property of the NGBA is irrevocably dedicated to charitable purposes, and no part of the net income or assets of the NGBA shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person.
Section 14.5: Dissolution Under Court Order
If a court of competent jurisdiction shall order the dissolution of the NGBA, the assets shall be distributed in accordance with the provisions of such court order.
Witness the Following Signatures and Seals this 1st day of August, 2013.
[Signed] Darren Orton
SECRETARY
_[Signed] Mark A, Chambers
CHAIRMAN
