MID-CITIES BASKETBALL ASSOCIATION, INC.

Bylaws

 

Last updated October 11, 2015

 

ARTICLE 1.0         NAME. 1

ARTICLE 2.0         OBJECTIVE. 1

ARTICLE 3.0         OFFICES. 1

ARTICLE 4.0         MEMBERS. 1

ARTICLE 5.0         MEETING OF MEMBERS. 1

ARTICLE 6.0         BOARD OF DIRECTORS. 2

ARTICLE 7.0         DIRECTORS. 3

ARTICLE 8.0         ELECTION OF BOARD OF DIRECTORS. 5

ARTICLE 9.0         BOOKS AND RECORDS. 5

ARTICLE 10.0       FISCAL YEAR. 5

ARTICLE 11.0       WAIVER OF NOTICE. 5

ARTICLE 12.0       MISCELLANEOUS. 6

ARTICLE 13.0       BYLAWS. 6

ARTICLE 1.0         NAME   

1.1        This organization shall be known as the MID-CITIES BASKETBALL ASSOCIATION.

ARTICLE 2.0         OBJECTIVE   

2.1        MID-CITIES BASKETBALL ASSOCIATION seeks to implant in the youth of these communities, ideals of good sports­manship, honesty, loyalty, courage and reverence, so they may be finer, stronger, and happier youth who will grow to be good, clean, healthy adults.  This objective shall be reached by providing supervised, competitive, ath­letic games.  The supervisors shall bear in mind at all times that the winning of games is secondary.  Of prime im­portance is the molding of future citizens.

ARTICLE 3.0         OFFICES

3.1        The registered office of the corporation shall be at P.O. 324 Bedford, TX 76095-0324 and the name of the regis­tered agent of the corporation at such address is President.   

 

3.2        The organization may also have offices at such other places as the Board of Directors may from time to time deter­mine or the business of the organization may require.

ARTICLE 4.0         MEMBERS

4.1        Members of this organization shall be either voting or non-voting members.   

 

4.2        Members of the Board of Directors of the organization, including Vice-Commissioners, and head coaches shall be vot­ing members.  No other members shall have the power to vote, except that a coach may designate his registered assistant or designee to vote in the head coach’s place with the exception of the annual meeting.  

 

4.3        Each member shall be entitled to one vote on each matter submitted to a vote of the members.  At any meeting of mem­bers, a member entitled to vote may vote by proxy executed in writing by the member.  A proxy will be valid for only one meeting and a new proxy issued for each additional meeting.

 

4.5        Any member may resign by filing a written resignation with the Secretary but such resignation shall not relieve the mem­ber so resigning of the obligation to pay any assessments, or other charges theretofore accrued and unpaid.   

 

4.6        The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member for cause after an appropriate hearing.   

 

4.7        Upon written request signed by a former member and filed with the Secretary, the Board of Directors may, by the af­firmative vote of two-thirds of the members of the Board, reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.

ARTICLE 5.0         MEETING OF MEMBERS   

5.1        All meetings of the members for the election of the Board of directors shall be held in the confines of the Hurst-Euless-Bedford area.  Meetings of members for any purpose may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.   

 

5.2        An annual meeting of the members shall be held no later than the 31st of May each year, at a time and place selected by the Board of Directors; at which annual meeting, the voting members shall elect the Executive Directors and Di­rectors of the Association for the following year, who shall serve as the new Board of Directors, effective June 1st of that year. A complete list of members entitled to vote shall be available at the meeting of the organization.  This list shall be kept on file and shall be subject to inspection by any member, at any time, during usual business hours.  Such list shall be produced and kept open at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any member who may be present.

 

5.3        Each year, an organization meeting of the members shall be held at least 10 days prior to the start of player registration.  This meeting shall be for the purpose of discussing and voting on any proposed Rule or Bylaw changes, and for membership to assist in promoting the new season.   

 

5.4        Two general meetings of the members shall be held each year, with the first meeting of the season to be held prior to start of player registration and second held by the end of May.   During general meetings, the members may also transact any other business as allowed by these By­laws that is necessary for the benefit of the Association.

 

5.5        Special meetings of members, for any purpose or purposes unless prescribed by these Bylaws, may be called by the President, the Board of Directors, or not less than one-third of all members of the Association entitled to vote at the meetings.   

 

5.6        Written or verbal public notice shall be given stating the place, day and hour of the annual meeting or of a special meet­ing (and in case of special meeting, the purpose or purposes for which the special meeting is called), before the date of the meeting, either personally or by mail, by or at the direction of the President, or the officer or persons calling the meeting, to each member entitled to vote at the meetings.

 

5.7        A simple majority of voting members present shall be required to transact business, except as otherwise provided by the Bylaws.   

 

5.8        Where proper notice has been given of the meeting, the vote of the majority of the members present having voting power shall decide any questions brought before such meeting, unless the question is one upon which, by express provision of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.  The voting members present at a duly organized meeting may continue to transact business until adjournment.   

 

ARTICLE 6.0         BOARD OF DIRECTORS  

6.1        The business and affairs of the organization shall be managed by its Executive Directors, who may exercise all such powers of the organization and do all such lawful acts and things that are not by these Bylaws directed or required to be exercised or done by the members.   

 

6.2        Any directors may be removed, either for or without cause, at any special meeting of members by the affirmative vote of a majority of the members at such meeting and entitled to vote for the election of such director, if notice of the intentions to act upon such matter shall have been given in the notice calling of such meeting.   

 

6.3        If any vacancies occur in the Board of Directors whether by death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the directors then in office may choose a successor(s), or successor(s) may be chosen at a special meeting of members called for that purpose; and each successor director so chosen shall be elected for the unexpired term of the predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be chosen and installed by a majority of the duly elected directors then in office or by election by the majority of members present at a general scheduled meeting.   

 

6.4        The number of directors may be increased from time to time by amendment to these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent directors.  Any directorship to be filled by reason of an in­crease in the number of directors shall be filled by election in an annual meeting or at a special meeting of members called for that purpose.   

 

6.5        Board of Directors 

 

6.5.1     The Executive Board of Directors consists of the following positions:

 

President

Vice-President, Administration

Vice-President, Operations

Secretary/Treasurer

 

6.5.2     In addition to the Executive Board of Directors, the Board of Directors consists of the following positions:     

 

Chief of Officials

Director of Coach Recruitment

Director of Concessions

Director of Equipment

Commissioners

 

6.6        The first meeting of each newly elected Board shall be held in June.  

 

6.7        Regular meetings of the Board of Directors may be held without notice at such time and place as shall, from time to time, be determined by the Board.

 

6.8        Special meeting of the Board of Directors may be called by the President with one day notice to each director.  Such special meetings may be called by the President in like manner and on like notice on written request of two direc­tors.  Neither the business to be transacted, nor the purpose of any special meeting need be specified in a notice or waiver of notice, except where expressly provided by these Bylaws.   

 

6.9        The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, 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.  

 

6.10      At all meetings of the Board of Directors, the presence of all but one of the Executive Board shall be necessary to constitute a quorum for the transaction of business. When such a quorum is present at any meeting, the act of the majority of Directors present shall be the act of the Board of Directors except as may be otherwise specifically provided by these Bylaws. If this quorum is not present at any meeting of the directors, the directors present may adjourn the meeting from time to time, without notice other than an announcement at the meeting until such a quorum can be present.

 

6.11      Any Executive Director who is absent from two consecutive meetings of the Board of Directors without justifiable cause, will be subject to dismissal by the Board of Directors.  

 

6.12      Any member of the Board of Directors can be a coach or registered assistant coach.  

 

6.13      The Board of Directors shall have the authority, with documented verification of repeated violations of the Rules and Regulations, to suspend, discharge or otherwise discipline any member, coach, player, referee or other persons whose conduct is considered detrimental to the best interest of the association. 

 

6.14      Any director may resign by giving notice to a member of the executive board of directors.  Such resignation shall take effect at the time specified therein, or immediately if no time is specified therein.  Unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.

 

6.15      Each year the Board of Directors shall take the necessary action to bond its members.  

 

6.16      The Board of Directors shall present, at each annual meeting of members in September, a full and clear statement of the business and condition of the organization.  Books and records will be audited once a year by an appointed committee of the Board of Directors.  

 

6.17      Any contract or other transaction between the organization and any of its directors (or any organization or firm in which any of its directors is directly or indirectly interested) shall be valid for all purposes notwithstanding the pres­ence of such a director at the meeting authorizing such contract or transaction, or his participation in such meeting.  The foregoing shall, however, apply only if the interest of each director is known or disclosed to the board of Direc­tors and it shall nevertheless authorize or ratify such contract or transaction by a majority of the directors present, each such interested director to be counted in determining whether a majority is present, but not in calculating the majority necessary to carry such vote.  This section shall not be construed to invalidate any contract or transaction which would be valid in the absence of this section.

 

6.18      The organization shall indemnify any Executive Directors, Directors, coaches, agents or players, or former Execu­tive Director, Director, coach, agent or employee of the organization against expenses actually and necessarily in­curred by him and any amount paid in satisfaction of judgments in connection with any action, suit or proceedings, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a Executive Director, Director, coach or employee (whether or not a director, coach, agent or employee at such time costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he shall be adjured in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty.  The or­ganization may also reimburse to any Executive Director, Director, coach, agent or employee, the reasonable costs of settlement or any such action, suit or proceedings it shall be found by a majority of the committee of the directors not involved in the matter in controversy, whether or not a quorum, that it was to the interests of the organization that such settlement be made, and that such director, coach, agent or employee was not guilty of gross negligence or willful misconduct.  Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such director, coach, agent or employee may be entitled by law or otherwise. 

 

6.19      Each year the Board of Executive Directors shall take the necessary action to change Article 3.0 with the State of Texas.

ARTICLE 7.0         DIRECTORS

7.1        The Executive directors and Directors of the organization shall be elected by the voting members for a term of one year.  There will be no limitations to the number of terms a Board Member may serve.  No person may serve as President who has not served in some position on the Board of Directors or as a coach of MID-CITIES BASKET­BALL ASSOCIATION.

 

7.2        Each director of the organization shall hold office until a successor is chosen and qualified or until his death or until his resignation or removal from office.

 

7.3        Duties of the Board of Directors (voting):

 

7.3.1     President

 

a.     Preside over all meetings.

b.     Appoint committees and act as ex-officio presiding officer at all committee meetings.

c.     Be the official representative of the organization in all dealings with the H-E-B School District except as specifi­cally delegated.

d.     Break any tie vote resulting from any ballot decision.

e.     Countersign orders and checks when needed.

f.      Call meetings as needed.

g.     Be the chief executive officer of the organization.

h.     Perform such other duties as the Board of Directors shall prescribe.

i.      Serve as a voting member of the Coach Screening Committee.

 

7.3.2     Vice-President, Administration

 

a.     Preside over all meetings in the absence of the President.

b.     Serve as chairman of player registration and coordinate all registration and related activities.

c.     Source and solicit bids for Team/Coach pictures.

d.      Select and purchase awards for each league, with Board approval and any special awards presented.

e.     Assume the duties of any officer who is unable to perform his/her duties until the vacant office is filled as requested by the President.

f.      Solicit bid for team uniforms and distribute uniforms.

g.     Perform all duties assigned by the President.

h.     Perform such duties as the Board may from time to time prescribe.

i.      Serve as a voting member of the Coach Screening Committee.

 

7.3.3     Vice President, Operations

 

a.     Oversee production of annual budget for Board approval/adoption.

b.     Oversee the production of all schedules including team practices, regular season, and the post-season tournament.

c.     Be the first point of contact for all electronic inquiries.

d.     Oversee management of association website.

e.     Review and audit financial records, reports, and assist Secretary/Treasurer with filing any paperwork.

f.      Serve as a voting member of the Coach Screening Committee.

g.     Provide Board members all necessary records required to perform their jobs.

h.     Perform all duties assigned by the President.

i.      Perform such duties as the Board may from time to time prescribe.

 

7.3.4     Secretary/Treasurer

 

a.     Take and preserve the minutes of all meetings and to record all votes.

b.     Handle all correspondence assigned by the President.

c.     Coordinator of Coach Exhibition Game.

d.     Coordinate the receipt and collection of all funds.

e.     Dispense all bills and charges, under the direction of the Board of Directors.

f.      File returns and all non-profit paperwork for the Association to comply with Federal and State law.

g.     Ensure timely payment to vendors.

h.     Facilitate timely payment of referees and any additional approved labor.

i.      Perform all duties assigned by the President.

j.      Perform such duties as the Board may from time to time prescribe.

 

7.3.5     Chief of Officials

 

a.     Provide and schedule officials for all games.

b.     Advise the association of all game rules changes and how those changes will be called by the officials.

c.     Strive to maintain a consistency of rules application among the officials.

d.     Perform all duties assigned by the President.

e.     Perform such duties as the Board may from time to time prescribe.

 

7.3.6       Director of Concessions

 

a.     Establish and maintain approved concession locations and maintain appropriate inventory for each location.

b.     With Board approval, establish and implement concession-staffing policy.

c.     Coordinate the donation and purchasing all items to be sold.

d.     With a member of the executive board, coordinate accurate recording and deposit of concession receipts.

e.     Perform all duties assigned by the President.

f.      Perform such duties as the Board may from time to time prescribe.

 

7.3.7       Director of Equipment

 

a.     Oversee the storage of all equipment including any needed repair.

b.     Distribute goals as needed to gyms per schedule.

c.     Perform all duties assigned by the President.

d.     Perform such duties as the Board may from time to time prescribe.

 

7.3.8     Director of Coach Recruitment

 

a.     Review and renew certification of return certified Coaches.

b.     Conduct classroom certification clinics.

c.     Coordinator of Coach and Assistant Coach training clinic with H-E-B basketball Coaches.

d.     Conduct coach background checks and refer issues to Screening Committee.       

e.     Perform all duties assigned by the President.

f.      Perform such duties as the Board may from time to time prescribe.

 

7.3.9     Commissioners

 

a.     Assist in the registration of players in the registration of players in the association.

b.      Assist in blind draw assignment of players to teams as specified by the Rules.

c.       Enforce the Rules applying to conduct of games and gyms.

d.      See to the timely opening and closing of scheduled game gyms.

e.      Provide necessary equipment needed for scheduled games.

f.        Assist Secretary/Treasurer in assuring timely payment of referees and any additional approved labor.

g.       Perform all duties assigned by the President.

h.      Perform such duties as the Board may from time to time prescribe.

 

7.4        Due to the many hours required to fulfill his responsibility, the Chief of Officials shall be compensated at a rate deter­mined by the Executive Directors.  This will be considered as contract labor for the association.

ARTICLE 8.0         ELECTION OF BOARD OF DIRECTORS   

8.1        The election of the Board of Directors shall be held at the annual meeting of the organization.  All Executive Direc­tors, Directors, coaches and parents may be present.   

 

8.2        At the first board meeting following conclusion of the season, the President shall appoint one active Executive Director of the board as chairperson for a nominating committee for the purpose of nominating members to serve on the board for the following year.  With the consent of the President, the chairperson of nominating committee will appoint the remaining members of nominating committee of which must consist of at least one additional director and at least four head coaches from the current season.

 

8.3        The Nominating committee Chairman shall present the names of the candidates the committee has selected at the an­nual meeting.  Additional nominations may be made from the floor by voting members.

 

8.4        Voting procedure shall be as directed by the President or presiding officer.

ARTICLE 9.0         BOOKS AND RECORDS   

9.1        The organization shall keep correct and complete books and records of accounts and shall keep minutes of the meet­ings with its members and Board of Directors, and shall keep, at its registered office or principal place of busi­ness, a record of its voting members.   

 

9.2        A petty cash fund of $50 for the President and $50 for the Secretary shall be made available for the purpose of cash purchases as required.  A monthly ledger entry shall be made to account for such expenditures. 

 

9.3        No bills shall be accepted from the regular account except those authorized by the Board of Directors.   

 

9.4        All checks or demands for money and notes of the organization shall be signed by such Directors or officers or such other person or persons as the Board of Directors may from time to time designate, if not otherwise prescribed by these bylaws.

 

9.5        It will be a general practice to place all income in a common association treasury, with the expenditures of same made in such a manner as will give no individual or team any advantage over the others as to equipment or bene­fits.   

 

9.6        The association shall discourage the contribution of funds to individuals or teams and shall solicit the same for the com­mon treasury of the association.

 

9.7        To perform specified duties, the Secretary will have primary responsibility for one mailbox key for the Association’s post office box. A second key will kept by either the President or one of the Vice-Presidents.

 

ARTICLE 10.0       FISCAL YEAR  

10.1      The fiscal year of the organization shall begin on the first day of September and end on the last day of August on each year.

 

ARTICLE 11.0       WAIVER OF NOTICE

11.1      Whenever any notice is required to be given under the provisions of the Bylaws of the organization, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 

ARTICLE 12.0       MISCELLANEOUS

12.1      The “Roberts Rules of Order, Revised” shall be the Parliamentary authority for all matters of procedure not specifi­cally covered by the Bylaws.  

 

12.2      Any action required by statute to be taken at a meeting of the members of the organization, or any action which may be taken at a meeting of the members, may be taken without a meeting if a consent in writing setting forth the action so taken, so shall be signed by all of the members entitled to vote with respect to the subject matter thereof, which shall be placed in the minute book of the organization.  

 

12.3      This organization is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.  

 

12.4      Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permit­ted to be carried on

 

(a)      by an organization exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law) or

(b)      by an organization contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law).

 

12.5      Upon the winding up and dissolution of this organization after paying or adequately providing for the debts and obliga­tions of the organization, the remaining assets shall be distributed to a nonprofit fund, foundation, or corpora­tion which is organized and operated exclusively for charitable, educational, religious and/or scientific purposes and which has established its tax-exempt status under section 501(c)(3) of the Internal Revenue Code.

 

12.6      The activities of the leagues, coaches and players are governed by the latest rules and regulations as set forth in the General Rules and Regulations of the association.

ARTICLE 13.0       BYLAWS  

13.1      These bylaws may be altered, amended, or repealed at any meeting of the members at which a quorum of voting mem­bers is present or represented, by the affirmative vote of a majority of the members present or represented, at such meeting and entitled to vote thereat, provided notice of the proposed alteration, amendment, or repeal be contained in the notice of such meeting and such notice is given no less than one week prior to the meeting.

 

13.2      If any part of the Bylaws shall be held invalid or inoperative for any reason, the remaining parts so far as possible and reasonable, shall be valid and operative.