Revised   EBBOA BY-LAWS ( 2012 )

 

Articles of Incorporation & By-Laws

ARTICLE I – NAME

Section 1.  Name.  The name of this corporation shall be the East Bay Basketball Officials Association, Inc., referred to subsequently as the EBBOA, a Not-for-Profit Corporation of the State of California.             
Section 2.  Office.  The EBBOA may have offices at such places as the Board of Directors may from time to time determine.    

ARTICLE II – PURPOSES

Section 1.  Purpose.  The purposes for which this corporation is organized include, but are not limited to, the following:
a.  further the interests of amateur sports officials;
b.  maintain the highest standard of sports officiating;
c.  promote the welfare of amateur sports, its players, administrators, fans, the press and amateur sports officials;
d.  encourage the spirit of fair play and sportsmanship;
e.  work with organizations and associations connected with sports to further amateur sports and all persons involved with amateur sports;
f.  provide educational programs to advance the skills of amateur sports officials to officiate amateur sports;
h.  conduct programs to encourage public appreciation for the skill and professional competence of amateur sports officials.      

ARTICLE III – MEMBERSHIP

Section 1.  Membership.  This corporation shall be comprised of the following persons within the following classes of membership:

a.  Active:  Comprised of individuals who are duly qualified sports officials who have compiled with all the membership requirements of this corporation, who are in good standing and who officiate athletic contests.  An active member official of the EBBOA shall be classified as either:
Certified Official:  an active member of the EBBOA who has been determined by the Board of Directors to be fully qualified to officiate varsity games by virtue of having:
1.  Demonstrated superior knowledge of the basketball rules covered in the officials rule books issued by the National Federation of High Schools.
2.  A practical knowledge of basketball and its terminology.
3.  Demonstrated superior officiating mechanics.
4.  Demonstrated superior use of judgment in handling unusual game situations.
5.  Satisfied the requirements for maintaining active membership in good standing.

Approved Officials:  An active member of the association who has been determined by the Board of Directors to be qualified to officiate Junior Varsity basketball games, to have the potential to be assigned to officiated Varsity basketball games, and to have the potential to qualify as a Certified Official in the future by virtue of having:
1.  Demonstrated good knowledge of the basketball rules covered in the official rules books issued by the National Federation of High Schools.
2.  Demonstrated good officiating mechanics.
3.  A practical knowledge of basketball and terminology.
4.  Satisfied the requirements for maintaining active membership in good standing.

Probationary Official:  An active member who has recently attained active membership in the association and who has been determined by the Board of Directors not to be qualified as an Approved Official.  A Probationary Official is qualified to officiate Freshmen and youth basketball games and has potential to be assigned to officiate Junior Varsity basketball games. A new member, upon attainment of active membership in the EBBOA shall be classified by the Board of Directors as either Certified, Approved, or Probationary -- classification shall be initially based on any past officiating experience, recommendations and demonstrated knowledge of the rules and mechanics as described above.      

 
Within the Active Membership there may be one or more groups defined by the Board of Directors, for dues paying purposes, including, but not limited to:
“Associate (self-declared) member”, where the member belongs to more than one CBOA/NASO affiliated Association and the member desires to receive a dues deduction of $60.00 from EBBOA. “Adjunct (Assignor designated) member”, where the member is ONLY assigned games on days that EBBOA has a shortage of available Active members, and Adjunct Members only pay dues to cover the cost of NFHS Rule Books.

b.  Inactive:  Comprised of individuals who were formerly duly qualified sports officials who were in good standing when they ceased to be active members and who now no longer officiate athletic contests.
c.  Affiliate:  Comprised of individuals or business entities who are not active or inactive members, but who have a special interest in the purposes of this corporation.
d.  Honorary:  Comprised of individuals upon whom this corporation desires to confer such status according to criteria to be established by this corporation.

Section 2.  Qualified Membership.  This corporation may accept individuals for membership pursuant to criteria to be established by this corporation and such applications for membership shall be accepted or rejected by a majority vote of the Board of Directors. 
Attaining Membership:  Active membership in the EBBOA may be attained by:
1.  Communicating to the Board of Directors an interest in becoming a member of the association, and        2.  Being approved for active membership by the Board of Directors, and
3.  Qualifying as an official by passing (80% correct) a closed book Qualifying Rules Test,  or, passing (85% correct) an open book Qualifying Rules Test and
4.  Paying the annual dues and appropriate assessments.
Maintaining Membership:  Active membership in good standing for the current basketball season and qualification for assignment to games may be maintained by:
1.  Completing and submitting the Study Guide Test.
2.  Attending the pre-season clinic, unless excused by the Board of Directors.
3.  Taking   and passing the Qualifying Rules Test.
4.  Working all assigned pre-season scrimmages and games.
5.  Paying all annual dues and appropriate assessments.
6. Attending membership meetings as scheduled by the Board of Directors.

Loss of Membership:  An active member may be dropped from membership in the association due to:
1.  Conduct which is detrimental to the purposes of the EBBOA.
2.  Non-payment of annual dues or assessments.
3.  Loss of membership shall be determined by the Board of Directors.
Section 3.  Resignation.  Any member may resign by filing a written resignation with the Secretary, which resignation shall be presented to the Board of Directors by the Secretary at the first meeting after its receipt, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges previously accrued and unpaid prior to the receipt of such resignation.    
Section 4.  Reinstatements.  Upon written request by a former member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority of the Directors, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.        

ARTICLE IV - MEMBERSHIP MEETINGS

Section 1.  Meetings of Members.  The EBBOA shall hold no less that five regular meetings during each fiscal year.  There shall be one annual business meeting in addition to these five other meetings.  Special meetings of the members may be called from time to time by the Secretary at the request in writing of a majority of the Board of Directors.  Such a request for a special meeting shall state the purpose or purposes of the proposed meeting.

Section 2.  Notice of Meeting of Members.  Written notice of a meeting of the members, stating the time, place and object, shall be mailed to each member at such address as appears on the books of the corporation, no less than fourteen days before such meeting.

Section 3.  Voting.  The presence of twenty percent of the active membership constitutes a quorum.  A majority vote of such members where a quorum is present is necessary to make a decision, except where some other number is required by law or these By-Laws.  Proxy voting is not permitted.

Section 4.  Meeting Requirements.  Each member shall be required to attend all meetings.  An active member who misses a meeting shall be subject to an assessment or charge as the Board of Directors shall determine, and such charges shall be paid to the Assigning Secretary/Treasurer at the next meeting and go into the EBBOA treasury fund.     

ARTICLE V - BOARD OF DIRECTORS

Section 1.  General Powers and Duties.  The property, business and affairs of the EBBOA shall be managed by its Board of Directors, and the Board of Directors may exercise all such powers of the corporation as are not by law, or by the Articles of Incorporation or by these By-Laws, directed or required to be exercised by the members. 

Section 2.  Composition.  The Board of Directors named in the Articles of Incorporation is composed of:
1) President
2) Vice-President
3) Secretary
4) Assigning Secretary/Treasurer (Non-voting members)
5) Four members
Each Director shall hold office until their successor shall have been elected and qualified or until their death, resignation, or removal.     

Section 3.  Election of Directors.  See Article VI, Section 1.

Section 4.  Removal of Directors.  Any Director may be removed by a majority vote of the active members whenever in their judgment the best interests of the corporation will be served thereby.

Section 5.  Resignations.  Any Director may resign at any time by giving written notice to the President of the corporation.  Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6.  Vacancies.  Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of Directors, shall be filled by the President or by majority vote of the Directors then in office at a regular or a special meeting of the Board of Directors called for that purpose.  Each Director so appointed to fill a vacancy shall hold office for the unexpired term of his predecessor, and each Director so appointed shall be appointed to hold office until the next election for members of the Board of Directors held next after their appointment or until his successor, if any, shall have been elected and shall have qualified, or until his death, resignation or removal.

Section 7.  Regular Meetings.  The regular meeting of the Board of Directors shall be held on such date within ninety days of the end of this corporation's fiscal year, as shall be fixed by the Board of Directors, at such time as may be designated in the notice of the meeting.

Section 8.  Special Meetings.  Special meetings of the Board of Directors may be held at any time on the call of the President or at the request in writing of a majority of the Directors.  Special meetings of the Board of Directors may be held at such place as shall be specified in the call for such meeting.

Section 9.  Notice of Special Meetings.  Notice of each special meeting shall be mailed by or at the direction of the Secretary to each Director, addressed to their residence or usual place of business, at least seven days before the day on which the meeting is to be held.
Notice may be waived in writing by the Directors either before or after the meeting.  Any meeting of the Board of Directors shall be a legal meeting without any notice having been given if all Directors are present, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 10.  Quorum.  A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  In the absence of a quorum, a majority of the Directors present may adjourn the meeting to a day certain, and the Secretary shall give all absent Directors seven days notice of such adjourned date; then the directors present, on such adjourned date, shall constitute a quorum for the purposes of conducting business.

Section 11.  Informal Action.  Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken be signed by all Directors.                             

Section 12.  Compensation of Directors.  Directors shall receive a dues fees waiver, and such other compensation as the Board of Directors from time to time shall determine.

Section 13.  Re-election.  No member of the Board of Directors, who has served two consecutive terms shall be eligible for re-election until at least one year shall have elapsed.  Any Directors who has filled a former Director's unexpired term shall be eligible to serve two consecutive terms in addition to the unexpired term.         

Section 14.  Chairman.  The Chairman shall be the President.

ARTICLE VI - OFFICERS

Section 1.  Elected Officers.  The elected officers of the EBBOA shall be a President, Vice-President, and Secretary to be elected by the Board of Directors.

Section 2.  Elected Board Members.  The Executive Board shall take names of members in good standing as nomination to the Board at the last scheduled basketball meeting of the season.  As many nominations as desired will be allowed from the membership.  The names shall be submitted to the active membership for election to the Board of Directors.  The two receiving the highest number of votes will be elected for a three-year term.  If a tie vote occurs on the second highest nominee, the Board of Directors shall decide by a majority vote.   If there is a vacancy (or more than one) at the time of the election for the Board of Directors, these vacancies shall be filled from the remaining highest vote counts.  To fill the seventh position on the Board, the two Board of Directors members serving their third year shall suggest to the Board which member will continue for one additional year, in the nominal capacity of “ Past President.”

Section 2.1  Elected Board Members (Approved or Probationary Officials; one seat).  The Executive Board shall take names of Approved and/or Probationary members active, and in good standing, as a nominee to the Board at the last scheduled basketball meeting of the season.  As many nominations as desired will be allowed from the membership.  The names shall be submitted to the active membership for election to the Board of Directors.  The person receiving the highest number of votes will be elected for a one-year term.  If a tie vote occurs, the Board of Directors shall decide by a majority vote  The elected Member in this capacity is a non-voting participant in Board meetings.

Section 3.  Qualifications for Elected Board Members.  Only active and certified members in good standing of the corporation are eligible.

Section 4.  President.  The President shall be the Chairman of the Board and Chief Executive Officer of the EBBOA, and shall be responsible for all management functions.  The President shall have executive authority to see that all orders and resolutions of the Board of Directors are carried into effect, and subject to the control vested in the Board of Directors by statute, by the Articles of Incorporation, or by these By-Laws, shall administer and be responsible for the overall management of the business affairs of the EBBOA.

Section 5.  Subordinate Officers.  The Board of Directors may appoint such Vice-President, Secretary, Assistant Secretary, Assistant Treasurers, Controller or other officers and such agent, along with committee chairpersons as the Board of Directors may determine, to hold office for such a period and with such authority and to perform such duties as the Board of Directors may from time to time determine.

Section 6.  Duties of Officers:  The duties of the Officers of the EBBOA are:

1. The President, who shall
a.  preside over all meetings of the EBBOA
b.  preside over all meetings of the Executive Board
c.  appoint committees as necessary
d.  represent the EBBOA at all meetings and negotiations with other basketball officials associations
e.  interact, as appropriate, with other members of the membership as liaison with any organizations serviced by the EBBOA

2. The Vice President, who shall
a.  preside at all EBBOA and Executive Board meetings in the absence of the President
b.  be responsible for the training of all active members, including -- the complete handling of the pre-season clinic and scrimmages -- the setting up of the training session at the scheduled meeting during the basketball season -- the establishment of a special training program for new and probationary officials
c.  monitor the progress of the Approved and Probationary Officials throughout the basketball season and report to the Board of Directors on such progress when appropriate.

3. The Secretary, who shall
a.  preside at all EBBOA and Executive Board meetings in the absence of both President and Vice-President
b.  handle all correspondence for the EBBOA
c.  take notes at all Board and EBBOA meetings; providing the Board members with a copy of the recordings at each meeting
d.  be custodian of the records and of the seal of the corporation and see that the seal or a facsimile or equivalent, thereof is affixed to or reproduced on all documents, and execution of which on behalf of the corporation under its seal is duly authorized
e.  see that all notices are duly given in accordance with provisions of these By-Laws or as required by law.             

4. The Assigning Secretary/Treasurer, who shall
a.  not be an officer of the EBBOA
b.  handle all offers of assignments of officials of the association to games; to facilitate this offer of assignment it is desirable that all organizations seeking officials provide a complete list of their entire basketball schedule for the current season to the Assigning Secretary by no later than the first week in October
c.  all offers of assignments will be subject to Executive Board approval prior to transmittal to members
d.  investigate all protest with the Board of Directors
e.  prepare a proposed budget, with subsequent reports
f.  handle the finances of the EBBOA; should an official miss an accepted assignment or not be excused for missing a meeting, all future offers of assignment shall be suspended until the Assigning Secretary/Treasurer notifies the Board of Directors that the appropriate charge or assessment has been cleared.  He/she shall receive and be responsible for all funds of and securities owned or held by the corporation and, in connection therewith, among other things, keep or cause to be kept full and accurate records and accounts for the corporation; deposit or cause to be deposited to the credit of the corporation all money, funds and securities so received in such bank or other depository as the Board of Directors may from time to time establish; and disburse or supervise the disbursement of all the funds of the corporation as may properly authorized
g.  render to the Board of Directors at any meeting when asked, financial and other appropriate records of the condition of the corporation
h.  collect the annual dues from the membership
i.  inform the Executive Board in a timely fashion of any need to levy an additional assessment on the EBBOA to remain solvent
j.  in general, perform all duties incident to the office of Assigning Secretary/Treasurer and such other duties as from time to time may be assigned by the Board of Directors or by the President
k.  be bondable, and bonded by the EBBOA.

5. The Other Board Members, who shall
a.  assist in the training of the membership
b.  accept whatever duties assigned to him/her by the Executive Board.

Section 7.  Rules Advisor.  The Executive Board shall annually appoint a Rules Advisor, whose primary purpose will be to provide guidance in the interpretation of any basketball rule or play situation.  When a conflict within the EBBOA arises concerning a rule or mechanic, the Rules Advisor shall provide the final, official interpretation to be followed by the EBBOA.  Also, the Rules Advisor shall assist in the interpretation of the rules in all protest situations>

Section 8.  Representative to the North Coast Section.  The Executive Board shall appoint a Representative to the North Coast Section of the California Interscholastic Federation to act as a liaison between that organization and the EBBOA.  The Representative shall be responsible to keep the Executive Board apprised of any matters pertinent to the business of the EBBOA.

Section 9.  Member-in-Good-Standing.  An Active member in good standing is an active member who has met the meeting attendance requirements, paid the dues, passed the required tests, paid any fines, penalties and assessments, and has observed and complied with the By-Laws of this corporation and all other requirements established by the corporation.

Section 10.  Assignment of Officials.  The offer of an assignment to basketball officials to any game shall be made by the Assigning Secretary, with review of the Board of Directors.  The offer of an assignment to officials shall be limited as follows:
a.  to the active membership in good standing
b.  to Certified and Approved Officials only to Varsity high school games prior given to Certified Officials.

Section 11.  General Powers and Duties of the Board of Directors.  The general powers and duties of the Board of Directors shall be to:
a.  control the number of active officials in the EBBOA
b.  train the membership
c.  establish and maintain a rating system for the active officials
d.  classify all active and new members as either Certified, Approved or Probationary
e.  maintain a current active membership list
f.  provide for the interpretation and clarification of the high school basketball rules
g.  act as liaison with high school and youth leagues and other organizations
h.  appoint a replacement for any vacancy on the Board
i.  select and hire the Assigning Secretary/Treasurer
j.  appoint a Representative to the North Coast Section of California Interscholastic Federation
k.  appoint a Rules Advisor
l.  investigate any protest involving members of the EBBOA
m.  negotiate contracts
n.  recruit new members
o.  plan, conduct, and organize all meetings of the EBBOA
p.  appoint such other committees, sub-committees or task forces as are necessary and which are not in conflict with other provisions of the By-Laws, and the duties of any such committees shall be prescribed by the President with the approval of the Board of Directors
q.  levy assessments upon the membership for the purpose of defraying regular operating expenses in excess of dues.      
 
ARTICLE VII - SPECIAL AND STANDING COMMITTEES

Section 1.  Special Committees.  The President with the approval of the Board of Directors, shall appoint such other committees, sub-committees or task forces as are necessary and which are not in conflict with other provisions of the By-Laws, and the duties of any such committees shall be prescribed by the President with the approval of the Board of Directors.

ARTICLE VIII - BOOKS AND RECORDS

Section 1.  Location.  The books, accounts and records of the EBBOA may be kept at such place or places within the State of California as the Board of Directors may from time to time determine.

Section 2.  Inspection.  The books, accounts and records of the EBBOA shall be open to inspection by any member of the Board of Directors at all times; and open to inspection by the active members at such times, and subject to such regulations as the Board of Directors may prescribe, except as otherwise provided by statute.

Section 3.  Corporate Seal.  The EBBOA shall have a corporate seal which shall be used as prescribed by the law of this state.

Section 4.  Audit.  The accounts of the EBBOA shall be audited or reviewed not less than annually.  The President with approval of the Board of Directors and who shall provide a report to the Board of Directors and which shall also be provided to the active members at the next meeting.

ARTICLE IX - DUES, GAME FEES, ASSESSMENTS

Section 1.  Annual Dues.  The Board of Directors may determine from time to time the amount of initiation fee, if any, annual dues payable by the classes of members of the EBBOA, the dates upon which payment is due and penalties for non-payment or failure to pay in a timely manner.

Section 2.  Game Fees.  Officiating fees to be paid by organizations served by the EBBOA shall be negotiated by the Board of Directors.  No active member shall work for more or less than the negotiated fees, nor shall solicit games sponsored by organization normally served by the EBBOA on their behalf.

Section 3.  Missed Meeting Fees.  An excused absence from a regularly scheduled meeting is one where the violating active member:
a.  calls one of the Board of Directors before the meeting explaining reason for absence; and
b.  forfeits  a $ 5.00 service fee  at or before the next scheduled meeting to the Treasurer; or approval by the Board of Directors.
All other absences from regularly scheduled meetings shall be deemed unexcused.  An unexcused miss can be cleared by forfeiture of a $20 payment to the Treasurer at or before the next scheduled meeting.  All such payments for missed meetings go to the EBBOA treasury fund.

Section 4.  Special Assessments.  An assessment may be levied at the beginning or end of each season upon members for the purposes of defraying regular operating expenses in excess of the ability of the EBBOA treasury to handle.

ARTICLE X - DISCIPLINE OF MEMBERS

Section 1.  Grounds for Discipline.  For failure to comply with these By-Laws, established authority or regulations of the corporation, or for delinquency in payment of authorized charges, fines, penalties or assessment, or for any other conduct conclusively established to be contrary to the best interests of the EBBOA, a member may be fined, placed on probation or suspended from the EBBOA for not more than a year, or may be expelled.

Section 2.  Notification of Charges.  A charged member shall receive written notice by certified mail, return receipt requested, of the charges against him/her, indicating the alleged violation with specific alleged negative conduct, where and when the alleged negative conduct occurred and the person or entity who filed the charge.  Such member shall also be provided at that time with copies of all documents related to the charges which may be used in the prosecuting of the charges.  He/she shall also be referred to these By-Laws with respect to their procedural rights.

Section 3.  Right of Hearing.  Members charged with any violation shall have the right to be heard in person or by written statement made by them in their own defense before the Board of Directors.  Such right shall be afforded prior to the imposition of any fine, penalty or any other disciplinary action and a member may seek a personal hearing if this is requested by a member within fourteen days of the date of written notification to them of a violation and if the request is made in writing to the member who sent the notification.  At the hearing, the person or entity bringing the charges shall be present and both sides may present any information or documents.  Each party may ask questions of the other party and the other party's witnesses.  Legal counsel may be present and fully participate if the corporation is notified at least three days prior to the date of the hearing so it can have its legal counsel present.  The hearing shall be audio tape recorded and all documents retained.  A written decision by the Board of Directors shall be made and sent to the violative member certified mail, return receipt requested, within sixty days of the hearing date.  A majority vote of the members of the Board of Directors shall determine its decision.

Section 4.  Appeal.  Any suspended member may appeal the Board of Directors decision, with the argument of new information and due process of law.  The Board of Directors shall decide the appeal on the record and its review of any and all new information.  All appeals must be filed within fourteen days of original decision.  Notice of the date for oral argument shall be sent by the Chairman no later than thirty days before the date for oral argument.  Legal counsel may participate.  A written decision shall then be made by majority vote of the Board of Directors and sent by certified mail, return receipt requested, within forty-five days of the date on which the oral appeal argument was heard.

ARTICLE XI - INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS SERVING IN A CORPORATE OR COMMITTEE CAPACITY

Section 1.  Civil of Criminal Proceeding.  The corporation shall have the power to indemnify any member who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by on in the right of the corporation) by reason of the fact that he/she is or was a director, officer, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgment, fines and amounts paid in settlement actually and reasonable incurred by him/her in connection with such action, suit or proceeding if he/she acted in good faith and in a manner he/she reasonable believed to be in or not opposed to the best interest of the corporations, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

Section 2.  Negligence or Misconduct.  The EBBOA shall have the power to indemnify any member who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director, officer, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such member shall be made in respect of any claim, issue or matter as to which such member shall have been adjudged to be liable for negligence or misconduct of the performance of his/her duly to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Section 3.  Determination of Indemnification.  Any indemnification under Section 1 or 2, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in Section 1 or 2.  Such determination shall be made:
a.  by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceedings;
b.  if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
c.  by the membership.

Section 4.  Early Payment of Expenses.  Expenses, including attorneys' fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 3 upon receipt of an undertaking by or on behalf of the director, officer, or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by the corporation as authorized in this Section.

Section 5.  Insurance.  The corporation shall have the power to purchase and maintain insurance on behalf of any member who is or was a director, officer, or agent of the corporation, or is or was serving at the request of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity or arising out of his/her status as such, whether or not the corporation would have the power to indemnify him/her against such liability under this Section.

Section 6.  Miscellaneous.  The indemnification provided by this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of members or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a member who has ceased to be a director, officer, or agent and shall inure to the benefit of the heirs, executors, and administrators of such member.

ARTICLE XII - MISCELLANEOUS PROVISIONS

Section 1.  Fiscal Year.  The fiscal year of the corporation shall end the 30th day of June in each year.

Section 2.  Depositories.  The Board of Directors and an officer designated by the Board of Directors shall appoint banks, trust companies, or other depositories in which shall be deposited from time to time the money or securities of the EBBOA.

Section 3.  Checks, Drafts, and Notes.  All checks, drafts, or other orders for the payment of money and all notes or other evidence of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents as shall from time to time be designated by resolution of the Board of Directors or by an officer appointed by the Board of Directors.

Section 4.  Contracts and Other Instruments.  Except as otherwise provided in the By-Laws, the Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 5.  Gifts.  The Board of Directors may accept on behalf of the corporation any contribution, gift, or bequest or devise for the general purposes or for any special purpose of the corporation.

Section 6.  Status of Members.  All members of the EBBOA are independent contractors in their officiating capacities and not employees of the corporation, or of any officer of the corporation or of any other person or entity for whom the members work as officials.  All members of the corporation recognize this status and understand that the corporation, not its officers are employers, and therefore, the members may not collect worker's compensation from the corporation or any other person or entity for injuries sustained while officiating.

Section 7.  Legal Counsel.  The legal counsel to the EBBOA shall be selected by majority vote of the Board of Directors.  Choice of counsel may change from time to time, again by majority vote of the Board of Directors.

Section 8.  Amendments of By-Laws.  These By-Laws may be amended or repealed by a two-thirds vote of the active members in good standing present at any annual business meeting of the corporation duly called and regularly held, notice of such proposed changes having been sent in writing to the active members thirty days before such meeting.  Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of any twenty-five active members which shall be addressed and delivered to the Board of Directors.  All such proposed amendments shall be presented by the Board of Directors to the active members with or without recommendation.

Section 9.  Dissolution of the Corporation.  Upon dissolution of the EBBOA, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code, or 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 the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively, for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

In witness whereof, we have hereunto subscribed our names:

.
Mario Giscome, President
Steve Olsen, Vice-President
Darlenn Hargrove, Secretary

 

Amendments to the Articles of Incorporation Approved by the East Bay Basketball Officials Association
"This organization is organized exclusively for charitable purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code."
"Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501 (c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law)."
"Upon dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c)(3) of the Internal Revenue Code (or corresponding section of any future 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 by the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes."     

 
Amendments witnessed by vote of Membership

Mario Giscome, President       Steve Olsen, Vice-President     Darlenn Hargrove  Secretary