AMENDED AND RESTATED BYLAWS OF THE NATIONAL GAY BASKETBALL ASSOCIATION
ARTICLE I
NAME
The name of the organization is the National Gay Basketball Association, Inc. (the “Corporation”).
ARTICLE II
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, and if at any time no place is fixed by the Board, such place as shall be fixed by the Corporation’s Executive Director. 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.
ARTICLE III
PURPOSE
The purposes of the Corporation are to provide services for the lesbian, gay, bisexual, transgender, queer identified and LGBTQ+ 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”).
ARTICLE IV
MEMBERSHIP
The Corporation is a non-profit and non-stock Corporation and will not have a voting membership.
ARTICLE V
BOARD OF DIRECTORS
Section V.01 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 bylaws, 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 their estate.
Section V.02 Number and Qualification
The authorized number of directors of the Corporation shall be not less than three (3) and no more than nine (9); provided that the minimum number or maximum number of directors, or both, may be increased or decreased from time to time by a resolution of the Board, but such action by the Board shall require a vote of a majority of the entire Board of Directors and no decrease shall shorten the term of any director then in office. Each director shall be at least 18 years of age.
Section V.03 Election and Term of Office
A person shall be nominated to the Board by a director and elected by a majority of the entire Board of Directors at any duly called meeting of the Board. Each director shall serve on the Board for a one year term or until such director’s death, resignation, or removal.
Section V.04 Vacancies
If a member of the Board resigns or dies, they may be replaced by the approval of a majority of the Entire Board at any duly called meeting of the Board.
Section V.05 Resignation and Removal
Any director may resign their office on the Board by giving written notice of their resignation to the Chair of the Board. Any director may be removed at any time without case by a majority vote of the entire Board of Directors at any duly called meeting of the Board, when, in the Board’s judgment, the best interests of the Corporation would be served.
Section V.06 Annual and Regular Meetings
The Board shall hold an annual meeting, at a time and place fixed by the Board in each year, at which meeting the Board shall elect directors, appoint officers, and transact any other business as shall come before the meeting, as applicable. Regular meetings of the Board shall be held at such times and places as may be fixed by the Board from time to time by resolution or as specified in the notice of the meeting.
Section V.07 Special Meetings
Special meetings of the Board may be held at any time upon the call of the Chair of the Board or any two (2) directors, in each case at such time and place as shall be fixed by the person or persons calling the meeting and as specified in the notice thereof.
Section V.08 Place of Meetings
Meetings of the Board may be held at any place within or without the State of California that is designated in the notice of the meeting.
Section V.09 Notice of Meetings
A vote by the majority of the entire Board of Directors may waive any and all notice requirements for a regular or special meeting. Notice of any special meeting, and of any regular meeting if the time and place are not so fixed by Board resolution, shall be given to each director at least twenty-four (24) hours in advance of said meeting. Notice, when required, shall be given to each director via telephone, e-mail, video chat or other electronic means. Notice shall be deemed to have been given when sent to the director. Notice shall state the time and place where the meeting is to be held. The notice need not specify the purpose of the meeting unless required elsewhere by these bylaws.
Section V.10 Quorum
The presence of a majority of the directors 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.
Section V.11 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 a unanimous vote.
Section V.12 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.
Section V.13 Conflict 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 themself 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.
Section V.14 Compensation
Directors shall not receive any compensation for their services as directors, but the Board may, by resolution, authorize reimbursement of reasonable 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. Difference between using language of resolution vs as authorized by a majority of the Entire Board at any duly called meeting.
ARTICLE VI
OFFICERS
Section VI.01 Officers
The officers of the Corporation shall consist of at least a President, a Secretary, and a Treasurer. The Board may from time to time appoint such other officers as it may determine is in the best interests of the Corporation. All officers shall be chosen by a vote of the majority of the entire Board of Directors at a duly called meeting from slates of candidates eligible and willing to serve. One person may hold, and perform the duties of, more than one office, except that the same person may not concurrently hold the offices of President and Secretary or Treasurer. Each officer shall hold such office until such officer’s successor is elected and qualified or until such officer’s earlier death, resignation, or removal. All officers shall be subject to the supervision and direction of the Board.
Section VI.02 Power and Duties of Officers
The powers and duties of the officers of the Corporation shall be as provided from time to time by resolution of the Board or by the direction of an officer authorized by the Board to prescribe the duties of that officer. In the absence of such resolution, the respective officers shall have the powers and shall discharge the duties customarily and usually held and performed by the officers of corporations similar in organization and charitable purposes to the Corporation, subject to the control of the Board.
ARTICLE VII
INDEMNIFICATION
Section VII.01 Liability
In the absence of fraud, the Directors of the Corporation shall not be personally liable for its debts, obligations, or liabilities.
Section VII.02 Indemnification
- To the fullest extent permitted by law, the Corporation shall indemnify its Directors, officers, employees, and other persons, including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any proceeding, and including any action by or in the right of the Corporation.
- On written request to the Board of Directors by any person seeking indemnification, the Board shall promptly decide whether indemnification is warranted under California law, and, if so, the Board of Directors shall authorize indemnification.
- To the fullest extent permitted by law and except as otherwise determined by the Board of Directors in a specific instance, expenses incurred by a person seeking indemnification under this section in defending any proceeding covered by this section shall be advanced by the Corporation before final disposition of the proceeding, on receipt by the Corporation of any undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the Corporation for those expenses.
Section VII.03 Insurance
The Corporation shall have the right to purchase and maintain insurance to the fullest extent permitted by law on behalf of its Directors, officers, employees, and other agents, to cover any liability asserted against or incurred by any Director, officer, employee, or agent, or arising from the Director’s, officer’s, employee’s, or agent’s status as such.
Section VII.04 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.
ARTICLE VIII
GENERAL PROVISIONS
Section VIII.01 Fiscal Year
The fiscal year of the Corporation shall begin on January 1 and end on December 31
Section VIII.02 Audits
Each year that an external audit is not required, the Board may require an annual audit of the financial affairs of the books and accounting records of the Corporation.
Section VIII.03 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 bylaws.
ARTICLE IX
AMENDMENTS
The bylaws of the Corporation may be altered, amended, added to, or repealed by majority vote of the entire Board of Directors as is necessary or appropriate to carry out the purposes of the Corporation to the fullest extent permitted by law.
ARTICLE X
NON-DISCRIMINATION
The Corporation shall in no way discriminate against any individual or group for reasons of race, color, creed, sex or gender, age, culture, sexual orientation, national origin, marital status, mental or physical handicap, or any category protected by state or federal law 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
REFERENCE TO ARTICLES OF INCORPORATION
References in these bylaws to the Articles of Incorporation shall include all amendments thereto or changes thereof unless specifically expected by these bylaws. In the event of a conflict between the Articles of Incorporation and these bylaws, the Articles of Incorporation shall govern.
Article XII
DISSOLUTION
Section XII.01 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 majority vote of the Directors then in office.
Section XII.02 Distribution of Assets
Upon the dissolution or winding up of the Corporation, assets remaining after payment, or provision for payment, of all debts and liabilities of the Corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable and/or social welfare purposes and which has established its tax exempt status under section 501(c)(3) or 501(c)(4) of the Internal Revenue Code as amended.
ARTICLE XIII
MEMBERSHIP
Section XIII.01 Admission of Members
The Board of Directors shall set up a process by which members may join NGBA provided they meet the qualifications in Article III. Membership shall commence upon payment of any required dues.
Section XIII.02 Annual Membership Dues and Good Standing
Each member must pay to the 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. 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 XIII.03 Membership Roster
This corporation shall keep a membership roster containing the name of each member and the last mailing and email address provided to the Corporation by the member for purposes of notice.
Section XIII.04 Termination of Membership
Membership in this corporation shall continue until terminated as provided in this Article, 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 the Corporation.
Section XIII.05 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 the 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.
- Interests of Corporation. On a good faith finding by the Board of Directors that continued participation by the member in the Corporation is not in the best interests of the Corporation and the furtherance of its purposes.
- Code of Conduct. Any personal conduct detrimental to the function and/or mission of the NGBA.
Section XIII.06 Termination Procedures
In the case of proposed termination of a membership, 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.
- 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 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.
- Determination. Following the hearing date, the Board 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.
- 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 XIII.07 Rights of Members
- Non-voting Membership. The corporation shall have no members who have any right to vote.
- Inspection Rights. The Corporation shall keep at its principal office in California current copies of the Articles of Incorporation and Bylaws of the Corporation, which shall be open to inspection by members at all reasonable times.
- 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.
IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf of the Corporation as of this 15 day of January, 2024.
National Gay Basketball Association, Inc.
By: Mark Chambers
Title: Board Chair
