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 II.1 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 II.2 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 III.1 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 III.2 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 IV.1 No Voting Members. This Corporation 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 IV.2 Effect of Lack of Voting Members. Any action which would otherwise
require approval by a vote of two thirds 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 V.1 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 V.2 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 fortynine 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 V.3 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 V.4 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 V.5 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 V.6 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 V.7 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 VI.1 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 VI.2 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 VII.1 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 VII.2 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 VII.3 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 VII.4 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 VII.5 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 VII.6 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 VII.7 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
Article VIII.1 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 VIII.2 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 IX.1 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 IX.2 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 IX.3 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 IX.4 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 XI.1 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 two thirds majority vote of the Board of Directors.
Section XI.2 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.