SECOND AMENDED
OF
NORTH ALLEGHENY BASKETBALL ASSOCIATION,
INC.
a
ARTICLE 1
Name, Office and Fiscal Year
Section 1.01 Name.
The name of the Corporation is “North Allegheny Basketball Association,
Inc.” The Corporation may also use the
fictitious name, “NABA.” The
Corporation’s Board of Directors may change the name of the Corporation at any
time, and from time to time, upon approval of a majority of the Board of
Directors.
Section 1.02 Organization, Purpose and Powers. North Allegheny Basketball Association, Inc.
is a non-profit corporation organized under the laws of the Commonwealth of
Pennsylvania for the purpose of promoting the development of the game of
basketball within the North Allegheny School District and such other purposes
as may be stated in its Articles of Incorporation or Mission Statement, as the
same may be amended from time to time.
The Corporation has all of the powers stated in its Articles of
Incorporation and all of the powers of a
Section
1.03 Principal Office. The Corporation’s initial principal office
will be at 8175 Dor Mar Drive,
Section
1.04 Fiscal year. The Corporation’s fiscal year will begin on
August 1, and end on July 31, of each year.
The Executive Board may change the Corporation’s fiscal year from time to
time.
Section
1.05 Conduct of Business. The Corporation’s Executive Board will
conduct all of the Corporation’s business and affairs at one or more meetings
held in accordance with Article 3 below.
The Corporation’s Officers have responsibility for implementing the
business of the Corporation and all decisions of the Executive Board.
Membership
Section
2.01 Membership. The Corporation’s Members are all Player
Members and all Parent Members.
Section
2.02 Player Members. A Player Member is any student attending any
of the schools operated by the
Section
2.03 Parent Members. A Parent Member is:
(1) Any
parent, legal guardian or adult acting as a parent of a Player Member;
(2) Any
adult who coached a basketball team during the Corporation’s current or prior
fiscal year;
(3) Any
member of the Board of Directors; or
(4) Any
adult who regularly participates in the basketball programs organized and
offered by the Corporation.
Section
2.04 Termination of Membership. Membership in the Corporation terminates when
a Member no longer is a Player Member or a Parent Member or when the Board of
Directors votes to involuntarily terminate a Member for good cause. Good cause means any action by a Member, any
member of the Corporation’s Executive Board or Board of Directors or any
Officer of the Corporation in violation of the Corporation’s purposes or
Mission Statement; any action detrimental to the Corporation’s purposes or
Mission Statement or any illegal act.
ARTICLE 3
Meetings
Section
3.01 Annual Meeting of Members. The Corporation will hold an Annual Meeting
of all Members on the same day as the May meeting of the Board of Directors
during each fiscal year. At the Annual
Meeting, each Basketball League and Travel Team Commissioner will report on the
results of the basketball leagues during the prior fiscal year and plans for
the basketball leagues for the current fiscal year. Adequate time will be allotted to Members to
ask questions of the Board of Directors or discuss all matters relating to the
Corporation, its activities and operations.
Section
3.02 Initial Meeting. At the first meeting of the Board of
Directors during each fiscal year, the President will report on the
Corporation’s state of affairs and operations during the prior and current
fiscal years. The Treasurer will provide
a detailed Financial Report for the Corporation’s operations during the prior fiscal
year.
Section
3.03 Special Meetings of Members. The Executive Board may call a special
meeting of Members at any time by resolution of the Executive Board. The resolution will set the date, time and
place for the special meeting.
Section
3.04 Notice of Meetings of Members. The Secretary will publish notice of the
Annual and Special Meetings of Members on the Corporation’s website or in such
other manner as may be designated by the Executive Board. If the Executive Board fails to designate the
manner of notice of Meetings, the Secretary will publish notice of the Meetings
in any manner deemed reasonable by the Secretary.
Section
3.05 General Meetings of the Board of
Directors. The Board of Directors will
meet in public session at such time and at such place designated by the Executive
Board and posted on the Corporation’s website or announced by other public
means. The Secretary will post notice of
any change in the date, time or place of the Board of Directors’ meeting on the
Corporation’s website. The Board of
Directors will meet not less than one time each month from September through
April. The Executive Board or, at the
election of the Executive Board, the Board of Directors may meet in August and
in May, June and July if the President calls a meeting during any of those months.
Section
3.06 Public and Executive Session. All meetings of the Board of Directors will
be open to all Members and the general public unless the Board of Directors
elects to meet in Executive Session.
Except as provided in the next sentence, all of the Corporation’s
business must be discussed and votes taken in public meetings of the Board of
Directors. The Board of Directors may
discuss such subjects and business at it elects to discuss in Executive Session
and no Member or member of the general public may participate in any Executive
Session unless invited to participate by a vote of the Executive Board.
Section
3.07. Special Meetings of the Board of
Directors. Any member of the Executive
Board may request a special meeting of the Board of Directors. In order to request a special meeting of the
Board of Directors, the member requesting a special meeting must send a letter
or other written communication (including electronic communication) to the
President stating the purpose of the special meeting, the proposed date of the
special meeting and the business to be discussed at the special meeting. The proposed date of the special meeting may
be any day, including a Sunday; however, unless all members of the Executive Board
agree otherwise, a special meeting of the Board of Directors cannot be less
than 7 days prior to or more than 7 days after a regular monthly meeting of the
Board of Directors. Upon receiving the
request for a special meeting, the President will notify each other member of
the Board of Directors of the request for, the proposed date of and the
business to be conducted at the special meeting. The President will call a special meeting of
the Board of Directors if a majority of the Board elects to hold a special
meeting.
Section
3.08 Conduct of Meetings. All meetings of Members, the Board of
Directors and the Executive Board will be conducted in accordance with The
Modern Rules of Order. The President of
the Corporation will act as the Chair of all meetings; if the President does
not attend a meeting, the Vice President will act as Chair. If both the President and the Vice President
do not attend a meeting, the Board of Directors will nominate a Chair for the
meeting. The Secretary will make and
retain in the Corporation’s records minutes of all meetings.
Section
3.09 Voting. Unless otherwise provided in these Bylaws or
by applicable law, all proposed resolutions and actions of the Board of
Directors must be approved by a majority of the Executive Board. Any member of the Board of Directors who is
not a member of the Executive Board is a non-voting member of the Board of
Directors and may not vote on any matter before the Board of Directors for
approval.
Section
3.10 Quorum. A quorum of the Executive Board must be
present in order to conduct business. A
quorum is present at any Meeting if at least five members of the Executive Board
are present at the Meeting. A member of
the Executive Board is present if he or she participates in the meeting personally
or by telephone or other means of simultaneous electronic communication. Members of the Executive Board may not vote
by proxy or appoint a representative to act on his or her behalf.
ARTICLE 4
Board of Directors and Officers
Section 4.01 Membership of Board. The Corporation’s Board of Directors is
composed of voting members and non-voting.
The voting members comprise the members of the Executive Board and the
non-voting members are all of the commissioners of the various basketball
leagues sponsored by the Corporation.
The Board of Directors will also have three additional honorary,
non-voting members: The Athletic
Director and the North Allegheny High School Boys’ Varsity Basketball Coach and
the North Allegheny High School Girls’ Varsity Basketball Coach of the North
Allegheny School District. The
non-voting members of the Board of Directors may nominate another person to
represent them at any Meeting of the Board of Directors.
Section
4.02 Membership of Executive Board.
The Executive Board is composed of nine voting members, four of which
are the Officers of the Corporation: The President, Vice President, Treasurer
and Secretary of the Corporation. The
other five voting members are: the Boys Coordinator, the Girls Coordinator, the
Summer Program Coordinator, the Tournament Director and the School District
Liaison.
Section 4.03 Vacancies on Board. The remaining members of the Executive Board
may declare any member position of the Executive Board vacant if the member is
judicially declared incompetent; if the member is convicted of a felony
offense; or if the member dies or voluntarily resigns. Vacancies on the Executive Board of Directors
will be filled by majority vote of the remaining Executive Board members
conducted at the first meeting of the Board of Directors during the
Corporation’s new fiscal year or at any time during the remainder of the
Corporation’s fiscal year upon not less than 10 days prior written notice to
each other Executive Board member. The
remaining members of the Executive Board may waive the foregoing notice
requirement by unanimous consent.
Section 4.04 Personal Liability of Directors. No member of the Executive Board or Board of Directors
will be personally liable for the Corporation’s debts and liabilities or for
any action, or non-action, of the Corporation or any of its Officers.
Section 4.05 President. The President is the primary executive
officer of the Corporation responsible for carrying out the Corporation’s
business and affairs and the actions of the Executive Board. The President may delegate to any other
officer any of the President’s duties and responsibilities.
Section 4.05 Vice President. The Vice President will have such duties and
responsibilities delegated to him or her from time to time by either the
President or the Executive Board. If the
President is unable or unwilling to carry out the duties and responsibilities
of President at any time, the Vice President will perform the President’s
duties and responsibilities. In addition
to any other responsibilities that the Vice President may have, the Vice
President will be responsible for overseeing all travel and post-season
tournament teams formed or sponsored by the Corporation, including consulting
with League commissioners regarding compliance with the Corporation’s rules,
selection process and procedures and number of teams per League or grade level.
Section 4.06 Treasurer. The Treasurer is the principal financial
officer of the Corporation and will prepare and submit an annual budget for the
current fiscal year and the Financial Report for the prior fiscal year to the
Board of Directors at its first monthly meeting during each fiscal year. The Treasurer will prepare, or cause to be
prepared, the Corporation’s tax returns and any other financial returns or
reports required to be filed by applicable law; provided, however, only the
President or Vice President may sign the Corporation’s tax returns.
Section 4.07 Secretary. The Secretary is responsible for recording
the activities of the Corporation, maintaining the Corporation’s books and
records, maintaining the Corporation’s website, publishing notices of Meetings
and performing such other duties and responsibilities incident to the office of
Secretary.
Section 4.08 Boys Coordinator. The Boys Coordinator will be principally
responsible for organizing the basketball programs offered to all male Player
Members attending school grades 3 through 12.
Section 4.09 Girls Coordinator. The Girls Coordinator will be principally
responsible for organizing the basketball programs offered to all female Player
Members attending grades 3 through 12.
Section
4.10 Summer Program Coordinator. The Summer Program Coordinator will be
principally responsible for organizing the Summer basketball programs offered by
the Corporation to Player Members from time to time.
Section
4.11 Tournament Coordinator. The Tournament Coordinator is principally
responsible for organizing all basketball tournaments sponsored by the
Corporation from time to time.
Section
4.12
Section 4.13 Tenure of Executive Board Members and
Officers. All members of the Executive
Board, including all Officers of the Corporation, will be elected annually and,
unless removed, will serve during the Corporation’s next fiscal year. The members of the Executive Board for the
succeeding fiscal year will be elected at the May meeting of the Board of
Directors during the Corporation’s current fiscal year. As soon as practicable after the March
meeting of the Board of Directors, the Secretary will announce and publish
notice of the annual election of Executive Board members during the May meeting
of the Board of Directors and the various Executive Board positions available
to Members. Any Member wishing to run
for and be elected to one of the positions on the Executive Board must declare
his or her candidacy not later than 5:00PM (local time) on the day prior to the
date of the April meeting of the Board of Directors by sending a written notice
(by mail or email) to the Corporation.
At the May meeting of the Board of Directors during each fiscal year,
the Members will elect the new members of the next Executive Board in the
following order: President, Vice President, Treasurer, Secretary, Boys
Coordinator, Girls Coordinator, Summer Program Coordinator, Tournament Coordinator
and School District Liaison. No Member
may vote by proxy. The newly-elected
members of the Executive Board and Officers will replace the present members of
the Executive Board and Officers effective as of the start of the Corporation’s
next fiscal year.
Section 4.14 Removal of Directors or Officers. Any Director, Executive Board member or Officer
may be removed for good cause (as defined in Section 2.04 above) at any time by
the affirmative vote of two-thirds of the remaining Executive Board members
(after excluding the vote of the Executive Board member or Officer who is the
subject of the vote to be taken, if applicable).
ARTICLE 5
Amendments and Effective Date
Section 5.01 Amendments Generally. Unless otherwise provided by applicable law,
these Bylaws may be amended by two-thirds vote of the Executive Board from time
to time.
Section 5.02 Effective Date. These Bylaws are effective immediately.
Adopted: March 4, 2009
__________________________________
Secretary