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BGonline.org Forums
As requested, the bylaws and the breaches
Posted By: Rod
Date: Sunday, 2 January 2011, at 12:54 a.m.
Below, please find the bylaws in effect at the time of my removal (my contention and supported by Stick's post). The bylaws have, ***subsequently*** been amended, from what I understand. A board that does this and adamantly refuses to acknowledge and redress the wrong starts down a slippery slope.
The breaches were plentiful:
1. I was not informed of the "secret" (from me) board meetings (multiple) to discuss my removal. (See Special Meeting)
2. I was removed for a reason not permitted (there was only libel - from the NY Post). (See Removals)
3. The requirements for removal were not followed, as there was no meeting called for the purpose of me defending my actions. There weren't even any actions to defend.
No matter what the "official" release of the board is and even if you agree with the end result (I think it was abhorrent and something I never would have done to a single one of them, even if they found themselves in my situation, as those who know me well would attest), the manner in which they got there was illegal and opened them up to potential litigation (even given my retroactive resignation). People and boards who think like this can often find themselves in trouble and sometimes bring down whole organizations. I strove to set up an organization that could weather the test of time which is one of the reasons I argued for a larger board (11 vs. the 5 or 7 many others wanted). I am deeply worried that the behavior in which they felt so free to engage when removing me will carry into the future and eventually destroy what I set out to create. Revisionist history will not protect the organization from itself.
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U.S. BACKGAMMON ASSOCIATION, INC. BYLAWS
ARTICLE I NAME / STRUCTURE The name of this organization shall be the U.S. BACKGAMMON ASSOCIATION, INC. (hereafter referred to herein as “the USBA”). The USBA shall be a nonprofit corporation incorporated under the laws of the State of New York. The organization may, at its pleasure, change its name by vote of the Voting Members as specified in these Bylaws.
ARTICLE II PURPOSE The purpose of the USBA shall be to promote, foster, and perpetuate the game of backgammon throughout the United States of America. This shall include development of backgammon leagues and competitive tournaments throughout the country, promoting the growth of backgammon, creating and fostering a standard set of rules and encouraging the principles of good sportsmanship and for any other purpose permitted by law. The USBA is organized exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). Certain activities of the USBA shall be specifically prohibited: 1. The USBA shall not engage in any political campaign activities in support of or in opposition to any candidate for public office or the carrying on of propaganda, or otherwise attempting to influence legislation, (including the publishing or distribution of statements) or any political campaign on behalf of any candidate for public office. Although individual members may engage in such activities, they may do so only in their capacity as individual citizens or members of other organizations. The USBA’s members /or the Board of Directors may not engage in political campaign activities in any way representing or under the auspices of the USBA. 2. No part of the net earnings of the organization shall inure to the benefit of, or be distributed to its members, trustees, officers, or other private persons. 3. The USBA 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 or the corresponding section of any future tax code; b. By a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code; or c. By a nonprofit corporation organized under the Laws of New York.
ARTICLE III GENERAL PROVISIONS The following provisions shall constitute the general operating Bylaws of the USBA, and shall be in lieu of all Bylaws previously in force and any previously in force are therefore now repealed. Any and all of these Bylaws may be repealed or amended, or additional Bylaws may be adopted, by authority of the Board of Directors, subject to the provisions set out in these Bylaws.
ARTICLE IV OFFICES The Principal office of the USBA shall be located at the address of its President. The Board of Directors may change the principal office when it so desires in accordance with the voting rules contained herein. The USBA may also have offices in other places as the Board of Directors may determine or the business of the USBA may require.
ARTICLE V MEMBERSHIP Membership Categories Membership in the USBA may come in the categories of General (non-voting) Members and Voting Members. Categories of membership may be added or deleted by the Board of Directors with the exception that deletion of categories provided for in this article constitutes an amendment of these Bylaws and such a deletion must conform to the provisions of these Bylaws General Membership The USBA shall strive to encourage as many General Memberships as possible. Membership will be solicited and drawn from the public at large, although membership is limited to persons 18 years of age or older. General Members shall pay an annual fee as set by the Board of Directors. General Members shall be issued a membership card by the Secretary as proof of their status. Charter Members, as a special class of General Membership, shall be designated. In the event that a General Member is deemed to be in violation of the Bylaws or otherwise acts contrary to the authorized Purpose of the USBA, membership may be revoked by the Board of Directors. Voting Membership Voting Members are those members who have made a significant contribution, as determined by a majority vote of the current Voting Members in their sole discretion, to the USBA. For elections of Board Members and for actions presented to the Membership as a whole, only current Voting Members may vote. Further, the Voting Members must be in attendance at the meeting at which the action or election is being called. No voting by proxy is allowed, except under exceptional circumstances as approved on a case-by-case basis by the Board of Directors. ARTICLE VII DISSOLUTION Voluntary Dissolution Upon the dissolution of the corporation, the Board shall, after paying or making provision for the payment of all of the liabilities of the corporation dispose of all of the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board shall determine. Involuntary Dissolution Any such assets not so disposed of shall be disposed of by the appropriate Court of the county in which the principal office of the organization 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.
ARTICLE VIII GOVERNMENT The USBA shall be governed by its policies and by-laws as presently constituted or as these may from time to time be amended and/or altered. The government, control and management of all properties of this Club are vested in the Board of Directors, which provides for the election of Directors and Officers, their terms in office, their powers and their duties. BOARD of DIRECTORS Board Membership The Board shall consist of a minimum of three (3) members. The Board of Directors shall be elected at the Annual Meeting by the Voting Membership. The Board may appoint nonvoting members and Honorary Directors as needed. These nonvoting directors need not be present at meetings and will not be counted in a quorum.
Election / Term of Office Each Director of the USBA shall be elected at the annual meeting of the Board of Directors by a majority vote of the Voting Members. The Board of Directors shall not have less than three (3) members. In decisions of the Board of Directors, each Director shall have one (1) vote. Except as provided for in these Bylaws, members of the Board of Directors shall be elected for three (3) year terms. If duly re-elected as provided in these Bylaws, Board members may serve successive terms, and no term limits are set upon them. The exception to the above-specified term limits shall be the first appointments of any Board of Directors, who shall be initially elected for two (2) year terms. Thereafter, all positions shall be elected for a term of three (3) years. Function It shall be the function of the Board of Directors to: 1. Perform any and all duties imposed on them collectively or individually by law or by these Bylaws. 2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties of all officers, agents, and employees of the USBA. 3. Supervise all officers, agents, and employees of USBA to assure that their duties are performed properly. 4. Meet at such times and places as required or permitted by these Bylaws. 5. Register their current mailing addresses, home phone numbers, and email addresses with the Secretary of USBA. Notices of meetings sent by U.S Mail or Electronic Mail to them at such addresses shall be valid notices thereof. 6. Prescribe the duties of any committees. Meetings Meetings conducted by the Board of Directors shall conform to the following guidelines: Types of Meetings Meetings of the Board of Directors shall be Regular Meetings, an Annual Meeting of the Membership, and Special Meetings. All meetings shall be held at a place determined by the Board of Directors. Regular Meetings The Board shall hold a minimum of eight (8) Regular Meetings per year in order to conduct regular business. Written, personal, or email notice shall be given to each member of the Board at least ten (10) business days in advance. Annual Meeting of the Membership Each year, The Board shall convene an Annual Meeting of the Membership. The Annual Meeting shall be held not more than three (3) months following the end of each fiscal year, and will be scheduled by the Secretary after consultation with the Board of Directors. The Annual Meeting shall be held for the purpose of electing officers, receiving the Annual Report, summarizing the activities of the USBA during the preceding year, holding votes on any actions requiring approval of the Voting Membership, hearing public comment by the membership, and any other business as required by these Bylaws. At least ten (10) business days in advance of each Annual Meeting of the Membership, the Secretary shall email a notice to each Board Member, Individual Member, and Voting Member with the last email address known to the Secretary. Special Meetings Special Meetings of The Board may be called by or at the request of the two or more Officers and/or two (2) or more Board Members. Written notice of any Special Meeting shall be given at least ten (10) business days in advance of such to Board Members. Such notice shall be sent by email (provided the Secretary has a workable email address for the Board Member). In the event that a more timely need to meet is necessary, the Board may waive notification as provided in these Bylaws. Waiver of Notification Any Board Member may waive notice of any meeting. The attendance of a Board Member at a meeting shall constitute a waiver of notice of that meeting, except where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not called or convened in accordance with these Bylaws. The Board Member may also provide a waiver of notice in writing, signed by the person or persons entitled to such notice and given to the Secretary. For any Regular Meeting, neither the business to be transacted nor the purpose of the Regular Meeting need be specified in such written notice. However, in the case of Special Meetings, the purpose or purposes of the meeting shall be described in the written notice of waiver. Quorum At all meetings of the Board of Directors, except as otherwise provided by law, the certificate of incorporation, or these Bylaws, a quorum shall be required for the transaction of business and shall consist of not less than one half of the sitting Board Members. The vote of a majority of the Board Members present at the time of a vote (provided a quorum is present at such time) shall decide any question that may come before the meeting. A majority of the Board Members present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned. Conduct of Meetings The latest edition of Robert’s Rules of Order shall govern the conduct of all meetings. Because the regular parliamentary procedures outlined in Robert’s Rules of Order can be cumbersome for smaller groups, The Board shall, whenever possible, conform to the streamlined provisions contained therein for the conduct of board meetings. Written Notice Any action required or permitted to be taken by The Board may be taken without a meeting if all Board Members consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents by Board Members shall be filed with the minutes of the proceedings. Telephone, Video, or Online Conferencing One or more members of the Board of Directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, or communications equipment providing real-time logging of synchronous written communication of all persons (for example, online inter-relay chat). Participation in a meeting by such means shall constitute presence in person at the meeting. Email Actions An email discussion and vote is valid, provided that all board members have working email addresses; a date and time for receipt of the final vote is specified; the majority of sitting board members respond by that time; all members voting send their votes to the entire board; and the vote of each Board Member is confirmed by the Secretary by telephone or in person. Vacancies Should a vacancy occur on the Board by reason of death, resignation, removal, disqualification, end of term, or other reason, the remaining Board Members will continue to act. A vacancy in the position of any Officer shall be filled by the sitting President unless the President is unwilling to fill the vacancy, in which case the Board shall appoint a willing and capable individual selected from among its current Individual Members. In the event that the vacancy does not involve an Officer position on the Board and does not render the Board composition in violation of these Bylaws, the remaining Board Members shall leave the Board position vacant. Vacancies shall be filled only until the next Annual Meeting of the Membership, at which time elections will be conducted according to these Bylaws. Resignations Any Board Member may resign at any time by giving written notice to the President or Secretary of The Board. Such resignation shall take effect at the time specified by the President or Secretary, unless the resigning Board Member includes in the written notice a desire for the resignation to take effect “immediately,” in which case the resignation will take effect upon receipt by the President or Secretary. Three unexcused absences by a Board Member shall constitute a resignation, and The Board must vote if it is to reject a resignation due to absenteeism. Removals Except as otherwise provided in these Bylaws, a Board Member may be removed only for certain reasons: (1) a violation of these Bylaws, (2) unethical conduct, (3) failure to perform the duties of their position as outlined in these Bylaws, or (4) other behavior so egregious as to threaten USBA’s ability to function and/or fulfill its stated purpose. Removal shall require (1) a majority of Board Members vote that the Board Member’s behavior is unacceptable under the standards outlined within this Section; (2) a Special Meeting is called for the sole purpose of allowing the Board Member in question to defend or explain their actions; and (3) a two-thirds (2/3) majority of Board Members subsequently votes to remove the Board Member in question. Compensation of Board Members Board members shall not receive any compensation for their services as Board members of the USBA. However, Board Members may provide service in another capacity (hereafter referred to as “extracurricular services”) and may receive reasonable reimbursement for such services, subject to the ethical provisions specified in these Bylaws. Similarly, Board Members may receive reimbursement for reasonable expenses associated with serving on the Board when consistent with Board policy. Ethical Considerations and Conflicts of Interest The USBA takes very seriously potential conflicts of interest and the ethical conduct of its Board Members. Recognizing that even the appearance of impropriety can adversely affect its ability to raise money and effectively fulfill its stated purpose, all Board Members should inform the Board as soon as possible of any actual or potential conflicts of interest. In addition, Board Members are discouraged from seeking reimbursement for services provided to the USBA outside of their Board responsibilities. However, acknowledging that Board Members may be in a position to provide services to the USBA at rates below those normally available to it, reasonable reimbursement is allowed, subject to the following provisions: Prior Approval for Provision of Services For a Board Member to receive reimbursement for extracurricular services, the extracurricular services by the Board Member must be approved in advance of the rendering of any such services. Furthermore, the terms of the reimbursement must be specified in the minutes at the time prior approval is granted. This provision applies only to services rendered by Board Members and not other individuals or entities. Monetary Limits With respect to reimbursement for services rendered to or on behalf of the USBA, no sitting Board Member may be reimbursed more than one thousand U.S. dollars ($1,000.00) in any single fiscal year without approval of the Voting Membership for reimbursement in excess of this limit. Such approval may be obtained by calling for a vote of the Voting Membership in ballot form sent by U.S. Mail. Conflict of Interest Any Board Member that may have a conflict of interest regarding any matter financial or otherwise that is under consideration by the Board for approval may excuse himself or herself from voting on any motion without penalty or prejudice. Board member(s) who may be reimbursed or otherwise compensated for services directly related to the operation of the USBA shall abstain from voting on any relevant motion(s).
OFFICERS Duties of Officers Members of the Board must attend at least two-thirds (2/3) of the scheduled meetings during their term of appointment. Additional duties are outlined as follows: President The President shall act as Chairperson of the Board. As such the President shall reside over all meetings of the Board and the Annual Meeting, and perform other such duties as required by these Bylaws. The President shall also be responsible for establishing the strategic direction of the organization in consultation with other Board Members. The President shall represent the USBA in an official capacity, as appropriate. Finally, the President shall have the authority to break ties in voting matters of the Board, as provided in these Bylaws. Secretary The Secretary shall be responsible for all notifications and the issuance of all notices as laid out in these Bylaws or directed by the Board. The Secretary shall also be responsible for recording the minutes of the meetings, resolutions, and the results of all votes. The Secretary shall retain all records of the USBA, except those retained by the Treasurer as required by these Bylaws, so that they are available upon request to parties or persons with a legitimate interest in reviewing them. Treasurer The Treasurer shall be responsible for keeping records of all Corporation financial matters, including but not limited to: membership fees, expenses, expenditures, donations, fundraising, disbursements, and reimbursements. The Treasurer shall also be responsible for ensuring the timely filing of all documents relating to corporate matters as required by law or these Bylaws. ARTICLE IX INDEMNIFICATION Standards for Indemnification Unless expressly prohibited by law, the USBA shall indemnify any Board Member or Officer, his or her heirs, successors and/or assigns, made or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative), by reason of the fact that such person is or was a Board Member, Director, Officer, Employee, or Agent of the USBA or is serving or has served any other enterprise at the request of the USBA (all of such persons being subsequently referred to in these Bylaws as a “Corporate Agent”), against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the USBA and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful, except that no indemnification shall be made in relation to matters as to which such person shall have been finally adjudged in such action, suit, or proceeding to be liable to the USBA. The Corporation shall provide indemnification in connection with an action or proceeding or any part thereof initiated by a Director or Officer of the Board only if such action or proceeding was authorized by the Board as provided in these Bylaws. Authorization Requirements Any indemnification under this Section shall be made by the USBA only as authorized in the specific case upon a determination that indemnification of the Corporate Agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in this Section. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum of disinterested Board Members; or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Board Members so directs, by independent legal counsel in a written opinion. Extent of Indemnification The rights of indemnification provided for in this Section shall be in addition to all rights to which any Corporate Agent may be entitled under any agreement or as a matter of law or otherwise, and shall inure to the benefit of the Corporate Agent’s estate, heirs, executors and administrators. If this Section or any portion hereof shall by invalidated on any ground by a court of competent jurisdiction, the USBA shall nevertheless indemnify each Corporate Agent to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. Insurance Option The USBA may purchase and maintain insurance on behalf of any Corporate Agent against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his status as such, whether or not the USBA would have the power to indemnify him against such liability under the provisions of this Section. Availability and Interpretation To the extent permitted under applicable law, the rights of indemnification provided in this Article: 1. Shall be available with respect to events occurring prior to the adoption of this Article; 2. Shall continue to exist after any rescission or restrictive amendment of this Article with respect to events occurring prior to such rescission or amendment; 3. Shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the Director or officer of the Board (or, if applicable, at the sole discretion of the testator or intestate of such Director or officer of the Board seeking such rights), on the basis of applicable law in effect at the time such rights are claimed; and 4. Shall be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Corporation and the Director or officer of the Board for whom such rights are sought were parties to a separate written agreement. Other Rights The rights of provided in this Article shall not be deemed exclusive of any other rights to which any Director or officer of the Board or other person may now or later be otherwise entitled, whether contained in the certificate of incorporation, these by-laws, a resolution of the Board of Directors, or an agreement providing for such indemnification, the creation of such other rights being expressly authorized here. Without limiting the generality of the foregoing, the rights of indemnification provided in this Article shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any Officer or Board Member or other person in any action or proceeding to have assessed or allowed in his or her favor, against the Corporation or otherwise, his or her costs and expenses incurred or in connection with in whole or in part. Severability If this Article or any part shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable and the remainder of this Article shall remain fully enforceable. Any payments made pursuant to this Article shall be made only out of funds legally available.
ARTICLE X CORPORATE FINANCE Corporate Funds The funds of the Corporation shall be deposited in its own name with such banks, trust companies, brokerage firms or other depositories as the Board may from time to time designate. All checks, notes, drafts and other negotiable instruments of the Corporation shall be signed by such Directors or Officers of the Board, agent or agents, employee or employees as the Board from time to time may designate. No Directors or Officers of the Board, agents or employees of the Corporation, alone or with others, shall have the power to make any checks, notes, drafts or other negotiable instruments in the name of the Corporation or to bind the Corporation thereby, except as provided in this Section. Investment of Endowment The Board may contract with any independent investment advisor, investment counsel or manager, of a national or insured state bank or trust company to act in place of said Board in investment and reinvestment of the endowment fund of the Corporation or to provide security custodial services. The Board is further authorized to pay reasonable compensation for such investment advisory, management or security custodial services. Each such contract shall provide that it may be terminated by the Board at any time, without penalty, upon not more than sixty (60) days notice. Agents The Board may employ and pay the reasonable compensation of accountants, legal counsel, and other professional and clerical help as it may deem necessary and proper. Fiscal Year The fiscal year of the USBA shall end on December 31st of each year unless otherwise provided by the Board of Directors. Loans to Directors and Officers No loans shall be made by the USBA to its Directors or Officers of the Board. Gifts The Board or any authorized officer of the Board, employee or agent of the USBA may accept on behalf of the USBA any contribution, gift, bequest or devise for any general or special purpose or purposes of the USBA. Income from Corporate Activities All income from activities of the USBA shall be applied to the maintenance, expansion or operation of the lawful activities of the USBA. Audit The books and financial records of the USBA shall be audited at least bi-annually by a certified public accountant or firm of certified public accountants selected for that purpose by the Board of Directors. ARTICLE XI REVISIONS OF THE BYLAWS Amendments to the Bylaws These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by the affirmative vote of two-thirds (2/3) of the Board Members followed by a simple majority ratification of the voting members present at the next Annual Meeting or Special Meeting of the Membership. However, at least ten (10) business days notice shall be given to Board Members of the intention to alter, amend, repeal, or to adopt new Bylaws at such meetings. Such notification must also conform to the provisions set forth in these Bylaws for the type of meeting at which action is planned. The membership must also be notified of the intention to alter, amend, repeal, or to adopt new Bylaws as part of notifications for the Annual Meeting as specified in these Bylaws. Review of the Bylaws These Bylaws shall be reviewed every three (3) years at the Annual Meeting beginning in 2012.
ARTICLE XII USBA LOGO Any use of the USBA logo or symbolic representations of the logo must be approved by the Board prior to use by any USBA Member, subgroup or outside person(s) or organizations.
ARTICLE XIII ANNUAL REPORT
Whenever the corporation have fewer than one hundred shareholders, the Board of Directors shall not be required to sent annual report to shareholder as prescribed by section 1501 of the General Corporation Law unless otherwise provided in the Articles of Incorporation or in these bylaws, or pursuant to the provisions of the Corporation Securities Law of 1968. ARTICLE XIV CORPORATE SEAL
The corporate seal shall be circular in form in 1 5/8” or 2”, and shall have inscribed thereon the name of the corporation, the year and/or date of its incorporated, and the words “U.S. BACKGAMMON ASSOCIATION, INC.” and “Corporate”.
CERTIFICATE OF ADOPTION OF THE BYLAWS This is to certify that I am the duly-elected, qualified and acting Secretary of the above mentioned corporation and that the above and foregoing code of bylaws was submitted to the Voting Members at their first meeting held on the date set forth in these bylaws and recorded in the minutes thereof, was ratified by the vote of members entitled to exercise the majority of the voting power of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 24th day of March, 2009
___________________________________ Roderick Covlin Secretary of U.S. Backgammon Association, Inc.
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