FIRST AMENDED BYLAWS
OF
GOLETA VALLEY GIRLS SOFTBALL ASSOCIATION
A California Nonprofit Public Benefit Corporation
Article I. NAME
The name of this corporation is Goleta Valley Girls Softball Association (Corporation).
Article II. OFFICES
Section 2.01 Principal Office. The principal office for the transaction of the activities and affairs of the Corporation is virtual. However, the mailing address for the organization is PO BOX 1286, Santa Barbara, CA 93116. The Board of Directors (herein, “Board”) may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary on these Bylaws opposite this Section, or this Section may be amended to state the new location.
Section 2.02 Other Offices. The Board may at any time establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.
Article III. PURPOSES AND LIMITATIONS
Section 3.01 Purposes. This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the California Nonprofit Public Benefit Corporation Law for charitable and public purposes. This Corporation is organized exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended). Notwithstanding any other provision of these Bylaws, this Corporation shall not, except to an insubstantial degree, carry on or engage in any activities or exercise any powers that are not in furtherance of the purposes of this Corporation, and the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended); or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (as amended).
Section 3.02 Limitations.
(a) Political Activity. No substantial part of the activities of this Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this Corporation shall not participate in or intervene in (including the publishing or distributing of statements in connection with) any political campaign on behalf of any candidate for public office.
(b) Property. The property, assets, profits and net income are dedicated irrevocably to the purposes set forth in Section 3.01 above. No part of the profits or net earnings of this Corporation shall ever inure to the benefit of any of its Directors, trustees, officers, employees, or to the benefit of any private individual.
(c) Dissolution. Upon the winding up and dissolution of this Corporation, after paying or adequately providing for the payment of the debts, obligations and liabilities of the Corporation, the remaining assets of this Corporation shall be distributed to a nonprofit fund, Corporation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended).
Article IV. MEMBERS
Section 4.01 No Voting Members. This Corproation shall have no voting members. From time to time the Corporation may issues certificates of membership and establish entitlements as well as benefits for members other than allowing such members an entitlement to vote.
Section 4.02 Effect of Lack of Voting Members. Any action which would otherwise require approval by a vote of a majority of all members or approval by the members shall require only approval by the Board. All voting rights that would otherwise vest under the laws of the State of California in the members shall vest in the Trustees of the Corporation.
Article V. DIRECTORS
Section 5.01 Powers.
(a) General Corporate Powers. Subject to the provisions and limitations of the California Nonprofit Corporation Law and any other applicable laws, and any limitations of the Articles of Incorporation and of these Bylaws, the activities and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board.
(b) Specific Powers. Without prejudice to these general powers, but subject to the same limitations, the Directors shall have the power to:
(i) Appoint and remove, at the pleasure of the Board, all officers, agents and employees of the Corporation; prescribe powers and duties for them that are consistent with law, with the Articles of Incorporation and with these Bylaws; and fix their compensation and require from them security for faithful performance of their duties.
(ii) Change the principal office or the principal business office in the State of California from one location to another; cause the Corporation to be qualified to conduct its activities in any other state, territory, dependency or country and conduct its activities within or outside the State of California; and designate any place within or outside the State of California for the holding of any meeting, including annual meetings.
(iii) Adopt and use a corporate seal and alter the form thereof.
(iv) Borrow money and incur indebtedness on behalf of the Corporation and cause to be executed and delivered for the purposes of the Corporation, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities.
Section 5.02 Number and Election of Directors and Restrictions on Directors.
(a) Nominations of Committee. The Chairman of the Board, or the President if there is no Chairman, shall appoint a committee to select qualified candidates for election to the Board at least ninety days before the date of any election of Directors. This nominating committee shall make its report at least sixty days before the date of the election or at such other time as the Board may set and the Secretary shall forward to each Director, with the notice of meeting required by these Bylaws, a list of all candidates nominated by the committee under this Section.
(b) Authorized Number. The authorized number of directors of the Corporation shall be no less than fifteen nor more than thirty; provided that the minimum number or maximum number, or both, may be increased or decreased from time to time by resolution of the Board and no decrease shall shorten the term of any director then in office. The exact number of authorized directors shall be fixed, within the limits set forth in this Section, by resolution of the Board.
(c) Election of Directors. Directors shall be elected at each annual meeting of the Board to hold office for one year; however, if any annual meeting is not held or the Directors are not elected at any annual meeting, they may be elected at any special Board meeting held for that purpose. Directors shall hold office on staggered terms, such that each year approximately one third of the seats on the Board are subject to election. Each Director, including a Director elected to fill a vacancy or elected at a special Board meeting, shall hold office until expiration of the term for which elected and until a successor has been elected and qualified.
(d) Restrictions on Directors. Not more than forty‑nine percent of the persons serving on the Board may be interested persons. An interested person is (i) any person being compensated by the Corporation for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor or otherwise; and (ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law or father-in-law of such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Corporation. A Director may not participate in any vote on any proposed transaction with another organization or entity of which such Director is also an employee, principal or director.
Section 5.03 Term of Office of Directors. The Directors newly appointed or selected in accordance with Section 5.02 shall hold office for a term of three years.
Section 5.04 Vacancies.
(a) Events Causing Vacancy. A vacancy or vacancies on the Board shall exist on the occurrence of the following: (i) the death, removal, suspension or resignation of any Director; or (ii) the declaration by resolution of the Board of a vacancy in the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under California Nonprofit Corporation Law.
(b) Resignations. Except as provided in this subsection, any Director may resign effective upon giving written notice to the Chairman of the Board, if any, or the President or Secretary of the Corporation, unless such notice specifies a later time for the resignation to become effective. Except upon notice to the Attorney General of the State of California, no Director may resign when the Corporation would then be left without a duly elected Director or Directors in charge of its affairs.
(c) Filling Vacancies. Any vacancy on the Board shall be filled by vote of the remaining Directors, whether or not less than a quorum, or by a sole remaining Director.
(d) No Vacancy on Reduction of Number of Directors. No reduction of the authorized number of Directors shall have the effect of removing any Director before the Director's term of office expires.
Section 5.05 Place of Meetings; Meetings by Telephone or Video. Meetings of the Board shall be held at the principal office of the Corporation or at such other place as has been designated by the Board. In the absence of any such designation, meetings shall be held at the principal office of the Corporation. Any meeting may be held by live telecommunications so long as all Directors participating in the meeting can hear one another, and all such Directors shall be deemed to be present in person at such meeting.
Section 5.06 Annual and Regular.
(a) Annual Meeting. The Board shall hold an annual meeting in conjunction with its regularly scheduled meeting for the month of July of each year for the purpose of organization, election of officers and the transaction of other business; provided, however, that the Board may fix another time for the holding of its annual meeting. Notice of this meeting shall not be required.
(b) Other Regular Meetings. Other regular meetings shall be held at any place designated from time to time by resolution of the Board. Regular meetings shall be held with at least two weeks’ notice; provided, however, any given monthly meeting may be dispensed with by majority vote of the Board.
Section 5.07 Special Meetings.
(a) Authority to Call. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, if any, the President, any Vice President, the Secretary or any two Directors.
(b) Notice; Manner of Giving Notice. Notice of the time and place of special meetings shall be given to each Director by one of the following methods:
(i) by telephone communication, either directly to the Director or to a person at the Director’s office who would reasonably be expected to communicate that notice promptly to the Director; or
(ii) by email or other electronic means.
All such notices shall be given or sent to the Director’s address, telephone number, or email address as shown on the records of the Corporation.
(c) Time Requirements. Notices given by personal delivery, telephone, email or other electronic means shall be delivered at least forty-eight hours before the time set for the meeting.
(d) Notice Contents. The notice shall state the time of the meeting, and the place if the place is other than the principal office of the Corporation. It need not specify the purpose of the meeting.
Article VI. COMMITTEES
Section 6.01 Committees of the Board. The Board, by resolution adopted by a majority of the Directors then in office, may create one or more committees, each consisting of two or more Directors, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more Directors as alternate members of any such committee, who may replace an absent member at any meeting. Any such committee, to the extent provided in the resolution of the Board, shall have all of the authority of the Board, except that no committee, regardless of Board resolution, may:
(a) Fill vacancies on the Board or in any committee which has the authority of the Board;
(b) Establish or fix compensation of the Directors for serving on the Board or on any committee;
(c) Amend or repeal Bylaws or adopt new Bylaws;
(d) Amend or repeal any resolution of the Board which by its express terms is not so amendable or repealable;
(e) Appoint any other committees of the Board or the members of these committees;
(f) Approve any contract or transaction to which the Corporation is a party and in which one or more of its Directors has a material financial interest, except as such approval is provided for in Section 5233(d)(3) of the California Corporations Code.
Section 6.02 Meetings and Actions of the Committees. Meetings and action of committees of the Board shall be governed by, held and taken in accordance with the provisions of Article IV of these Bylaws, concerning meetings and other action of the Board, except that the time for regular meetings of such committees and the calling of special meetings thereof may be determined either by resolution of the Board or, if there is no Board resolution, by resolution of the committee of the Board. Minutes shall be kept of each meeting of any committee of the Board and shall be filed with the corporate records. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws or in the absence of rules adopted by the Board, the committee may adopt such rules.
Article VII. OFFICERS
Section 7.01 Officers. The officers of the Corporation shall include a President, a Vice President, a Secretary, and a Treasurer. The Corporation may also have, at the Board’s discretion, such other officers as may be appointed in accordance with Section 6.03 of these Bylaws. Any number of offices may be held by the same person, except that neither the Secretary nor the Treasurer may serve concurrently as either the President.
Section 7.02 Election of Officers. The officers of the Corporation, except those appointed in accordance with the provisions of Section 6.03 of these Bylaws, shall be chosen by the Board of Directors, and each shall serve for two years.
Section 7.03 Other Officers. The Board may appoint and may authorize the Chairman of the Board, the President or another officer to appoint any other officers that the Corporation may require, each of whom shall have the title, hold office for the period, have the authority and perform the duties specified in the Bylaws or determined from time to time by the Board.
Section 7.04 Removal of Officers. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, with or without cause, by the Board of Directors, or, except in case of an officer chosen by the Board of Directors, by an officer on whom such power of removal may be conferred by the Board of Directors.
Section 7.05 Resignation of Officers. Any officer may resign upon written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.
Section 7.06 Vacancies in Office. A vacancy occurring in any office because of death, resignation, removal or other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.
Section 7.07 Responsibilities of Officers.
(a) President. Subject to the control and supervision of the Board, the President shall be the Chief Executive Officer and general manager of the Corporation and shall generally supervise, direct and control the activities and affairs and the officers of the Corporation. The President, in the absence of the Chairman of the Board, or if there be none, shall preside at all meetings of the Board. The President shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
(b) Vice President. In the absence or disability of the President, the Vice President shall perform all of the duties of the President, and, when so acting, shall have all the powers of and be subject to all of the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for them by the Board or the Bylaws.
(c) Secretary.
(i) Book of Minutes. The Secretary shall keep or cause to be kept, at the principal office or such other place as the Board may direct, minutes of all meetings and actions of the Board and of committees of the Board. The Secretary shall also keep, or cause to be kept, at the principal office of the Corporation in the State of California, a copy of the Articles of Incorporation and Bylaws, as amended to date.
(ii) Notices, Seal and Other Duties. The Secretary shall give, or cause to be given, notice of all meetings of the Board and of committees of the Board required by these Bylaws to be given. The Secretary shall keep the seal of the Corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
(d) Treasurer.
(i) Books of Account. The Treasurer of the Corporation shall keep or maintain, or cause to be kept or maintained, adequate and correct books and accounts of the properties and transactions of the Corporation, and shall send or cause to be sent to the Directors such financial statements and reports as are required by law or these Bylaws to be given. The books of account shall be open to inspection by any Director at all reasonable times.
(ii) Deposit and Disbursement of Money and Valuables. The Treasurer shall deposit all money and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board, shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President or Chairman of the Board, if any, when requested, an account of all transactions as Treasurer and of the financial condition of the Corporation and shall have other powers and perform such other duties as may be prescribed by the Board or the Bylaws.
(iii) Bond. If required by the Board, the Treasurer shall give the Corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the Corporation of all its books, papers, vouchers, money and other property of every kind in the possession or under the control of the Treasurer upon death, resignation, retirement or removal from office.
Article VIII. INDEMNIFICATION AND INSURANCE
Section 8.01 Indemnification.
(a) Right of Indemnity. To the full extent permitted by law, this Corporation shall indemnify its Directors, officers, employees and other persons described in Section 5238(a) of the California Corporation Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any “proceeding,” as that term is used in such Section 5238(a) and including an action by or in the right of the Corporation, by reason of the fact that such person is or was a person described by such Section 5238(a). “Expenses,” as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
(b) Approval of Indemnity. Upon written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine in accordance with Section 5238(e) of the Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification because the number of Directors who are parties to the proceeding with respect to which indemnification is sought is such as to prevent the formation of a quorum of Directors who are not parties to such proceeding, the Board or the attorney or other person rendering services in connection with the defense shall apply to the court in which such proceeding is or was pending to determine whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met.
(c) Advancement of Expenses. To the full extent permitted by law and except as is otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under these Bylaws in defending any proceeding covered by these Bylaws shall be advanced by the Corporation prior to the final disposition of the proceeding upon receipt by the Corporation of an undertaking by or on behalf of such person that the advance will be repaid unless it is ultimately determined that such person is entitled to be indemnified by the Corporation therefor.
Section 8.02 Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, Directors, employees and other agents of the Corporation, against any liability asserted against or incurred by an officer, Director, employee or agent in such capacity or arising out of the officer’s, Director’s, employee’s or agent’s status as such.
Article IX. RECORDS AND REPORTS
Section 9.01 Maintenance of Corporate Records. The Corporation shall keep:
(a) Adequate and correct books and records of account; and
(b) Minutes in written form of the proceedings of the Board and committees of the Board.
Section 9.02 Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and the physical properties of the Corporation and the records of each of its subsidiary corporations. This inspection by a Director may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents.
Section 9.03 Annual Report. Except as provided under 6321(c)(d) or (f) of the California Corporations Code, not later than one hundred twenty days after the close of the fiscal year of the Corporation, the Board shall cause an annual report to be sent to all members of the Board. Such report shall contain the following information in reasonable detail:
(a) The assets and liabilities, including the trust funds, of the Corporation as of the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year.
(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year.
(d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year.
(e) Any information required by Section 8.04.
Section 9.04 Annual Statement of Certain Transactions and Indemnifications. The Corporation shall prepare annually and furnish to each director a statement of any transaction or indemnification of the following kind within one hundred twenty days after the close of the fiscal year of the Corporation:
(a) Any transaction to which the Corporation, its parent or its subsidiary was a party, and in which any Director or officer of the Corporation, its parent or subsidiary (but mere common directorship shall not be considered such an interest) had a direct or indirect material financial interest, if such transaction involved over fifty thousand dollars or was one of a number of transactions with the same person involving in the aggregate over fifty thousand dollars.
(b) Any indemnifications or advances aggregating more than ten thousand dollars paid during the fiscal year to any officer or Director of the Corporation pursuant to Section 7.01 hereof.
The statement shall include a brief description of the transaction, the names of the Director(s) or officer(s) involved, their relationship to the Corporation, the nature of such person’s interest in the transaction and, where practicable, the amount of such interest; provided, that in the case of a partnership in which such person is a partner, only the interest of the partnership need be stated.
Article X. CONSTRUCTION AND DEFINITIONS
Unless the context otherwise requires, the general provisions, rules of construction and definitions in the California Nonprofit Public Benefit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular includes the plural and the plural includes the singular and the term “person” includes both a legal entity and a natural person.
Article XI. AMENDMENTS
Section 11.01 Amendment by Board of Directors. Bylaws other than a Bylaw fixing or changing the authorized number of Directors, or the minimum and maximum number of Directors, may be adopted, amended, or repealed by a majority vote of the Board of Directors.
Section 11.02 Maintenance of Records. The Secretary of the Corporation shall see that a true and correct copy of all amendments of the Bylaws, duly certified by the Secretary, is attached to the official Bylaws of the Corporation and is maintained with the official records of the Corporation at the principal office of the Corporation.