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Bylaws of The San Diego American Flag Football League A California Nonprofit Public Benefit Corporation ARTICLE I. NAME AND PURPOSES Section 1. NAME. The name of the organization shall be “San Diego American Flag Football League” (SDAFFL). Section 2. NONPROFIT PUBLIC BENEFIT CORPORATION This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. Section 3 PURPOSES. The primary purpose for which this corporation is organized is to foster the self-respect of Gay, Lesbian, Bisexual, Transgender, Questioning and Allied persons and to promote respect and understanding of these persons from the community at large through the positive social and athletic enjoyment of American Flag Football. Through the flag football league, its events and fundraisers, the SDAFFL hopes to provide an outlet for the general public to interact with and see Gay, Lesbian, Bisexual, Transgender, Questioning and Allied persons outside of the stereotypical settings commonly associated with these persons. A secondary purpose shall be to foster knowledge of the physical, social, psychological and intellectual benefits of athletics by conducting public flag football programs designed to instruct those needing and wanting such instruction. ARTICLE II. MEMBERSHIP Section 1. NON-DISCRIMINATION POLICY. It is a fundamental principle of the SDAFFL that all activities, social and athletic, are conducted to be inclusive in nature and that no individual shall be excluded from participating on the basis of sexual orientation, gender, gender identity, race, religion, nationality, ethnic origin, political beliefs, athletic ability, physical challenge, or HIV status. San Diego American Flag Football League Bylaws As Amended June 29, 2021 1 Section 2. MEMBERSHIP Membership to the SDAFFL is a privilege and requires good sportsmanship and citizenship and may be revoked, without warning or formal hearing, at any time by the Board of Directors (“Board”). Membership is defined as follows: Playing Members: Individuals who are registered on and be drafted to a team for one season. Non-Playing Members (Boosters): Individuals who do not wish to play but would still like to support the SDAFFL and its Playing Members. Section 3. MEMBERSHIP FEES Membership fees are to be determined by the Board and maybe amended as necessary. Non-Playing membership fees will be determined on an annual basis by the Board of Directors. Section 4. VOTING RIGHTS Members shall have no voting rights beyond those specifically described in these Bylaws. Non-Playing Members will have no voting rights. ARTICLE III. BOARD OF DIRECTORS Section 1. NUMBER The SDAFFL shall have at least six (6) and up to nine (9) Board Members and collectively they shall be known as the Board of Directors. The required six (6) Board Members are prescribed in Section 2 of this Article. Section 2. TITLES The titles of the possible nine (9) Board Member positions of the SDAFFL are as follows: A. Commissioner (Required) B. Assistant Commissioner (Required) C. Secretary (Required) D. Treasurer (Required) E. Board Member: Long Range Planning F. Board Member: Public Relations G. Board Member: Legal (Required) San Diego American Flag Football League Bylaws As Amended June 29, 2021 2 H. Board Member: Operations I. Board Member: Women’s Division Liaison (Required) Section 3. TERMS All board member positions are for a two-year term commencing on November 1st and expiring on Oct 31st, two years later). Section 4. DUTIES Duties of the Board Members shall be defined as below. The duties prescribed for non-required Board Members are provided for exemplary purposes: A. Commissioner: Shall preside at all meetings of the Board, conduct league business as needed, delegate Board Members duties, and is responsible for direct management of Event Directors. The Commissioner may, as needed, appoint any Board Member to serve as the “national representative.” B. Assistant Commissioner: Shall preside in the absence of the Commissioner and be responsible for direct management of Team Captains. C. Secretary: Shall keep the meeting minutes of SDAFFL, be responsible for the general correspondence, and provide an agenda for each board meeting. The Secretary shall also be responsible for presiding over any election process. D. Treasurer: Shall have responsibility for all funds in the name of SDAFFL, disburse the funds as requested by Commissioner, keep an accurate account of the funds received and disbursed, provide a monthly financial report to the Commissioner and Board, and develop an annual operating budget. E. Board Member-Long Range Planning: Is responsible for developing long range plans for the league and to identify resources needed to achieve those plans. F. Board Member-Public Relations: Serves as the SDAFFL’s point person for the community at large. Develops the recruiting, sponsorship development and marketing campaigns, and manage the league's external image through several mediums. G. Board Member-Legal: Serves as internal legal consultant on a variety of issues, acts as the first point of contact on matters involving external legal counsel, and reviews and makes recommendations to SDAFFL's policy as needed. An attorney is not required to serve on this board position. H. Board Member-Operations: Serves as the SDAFFL’s point person for fields, referees and any duties specific to game operations, and is responsible for obtaining valid permits when necessary. I. Board Member-Women’s Division Liaison: Serves as SDAFFL’s point person and voice for the women league members and supports the development of policies and San Diego American Flag Football League Bylaws As Amended June 29, 2021 3 practices for the recruitment and retention thereof. Additional responsibilities include general oversight of SDAFFL sponsored women’s tournament teams, subject to the Commissioner’s discretion. Section 5. COMPENSATION All Board Members shall serve without compensation. Section 6. PERSONAL LIABILITY The Board Members shall not be personally liable for the debts, liabilities, or other obligations of the corporation. Section 7. SELECTION As identified in Article VI, the Commissioner is the only elected Board Member. All remaining Board Members will be selected by the Commissioner following her or his election. Section 8. VACANCY In the event a vacancy occurs in the office of the Commissioner, the Assistant Commissioner will ascend to the office of Commissioner. He/She will then appoint an Assistant Commissioner immediately. Section 9. COMMISSIONER’S AUTHORITY The Commissioner has ultimate decision-making authority on all league matters unless he/she is overruled by a ¾ majority vote of all Board Members. This will be known as an “over-ride” vote. ARTICLE IV. RESTRICTIONS REGARDING INTERESTED DIRECTORS Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board of Directors may be interested persons. For purposes of this Section, “interested persons” means: Any person currently being compensated by the SDAFFL for services rendered to it during the previous twelve (12) months, whether as a full or part-time employee, independent contractor, or otherwise. ARTICLE V. MEETING OF THE BOARD OF DIRECTORS San Diego American Flag Football League Bylaws As Amended June 29, 2021 4 Section 1. NOTICE Regular Board Meetings of the SDAFFL will be called by the Commissioner, with at least a seven (7) calendar day notice. All meeting notices will be issued by the league Secretary. Section 2. PLACE OF MEETINGS All meetings of the Board may be held at any place within or without the State of California as may be designated from time to time by the Commissioner. Section 3. EMERGENCY MEETINGS Emergency Meetings may be called by the Commissioner with a three (3) day notice. At Emergency Meetings, only the topics, listed in the meeting announcement, may be discussed and decided upon. Section 4. PRIVATE MEETINGS The Board Meetings will be closed to the general public, unless specified by the Secretary, via the Commissioner’s approval. Section 5. MEETING MINUTES Meeting minutes will be kept for all meetings and published on the league website. Section 6. QUORUM No quorum is required to conduct Board meetings or SDAFFL business. Only Board Members present at meetings may participate and vote (if applicable). ARTICLE VI. NOMINATIONS AND ELECTIONS Section 1. COMMISSIONER The Commissioner of the SDAFFL is the only elected position in the SDAFFL. There are no re-election term limits for a Commissioner. Section 2. CANDIDATES A candidate for Commissioner may nominate himself or be nominated by any other registered league member. For the purposes of this Article, a registered league member is defined as a Playing Member in good standing, registered, and drafted in the season in which the election occurs. In the event a season does not occur during an election year, the registered league members shall constitute registered members in the last occurring season. Each candidate must submit the signatures of ten (10) active, registered league members, to the Secretary, to become a valid Commissioner Candidate. San Diego American Flag Football League Bylaws As Amended June 29, 2021 5 Section 3. LEAGUE FUNDS No league funds may be used to support any candidate before, during or after a Commissioner election. League funds may be used to support or promote the election in general, however. Section 4. ELECTIONS Elections will be held in an easily accessible public place or online, or a combination of both. Section 5. ADMINISTRATION The Commissioner election is administered solely by the league Secretary. Any rules regarding the Commissioner election protocol not specifically addressed in the Bylaws will be at the discretion of the Secretary. ARTICLE VII. EXECUTIVE BOARD Section 1. NUMBER The SDAFFL shall have three (3) Executive Board Members. Section 2. SELECTION The Executive Board Members shall be comprised of previous Commissioner(s) or Assistant Commissioner(s). First right of acceptance for Executive Board membership begins with the incumbent Commissioner whose term has ended and proceeds historically until the three (3) Executive Board positions are filled. If the three (3) positions are not filled by previous commissioners, the process will continue beginning with incumbent Assistant Commissioner whose term has ended and proceeds historically until the remaining Executive Board positions are filled. An Executive Board Member cannot serve on the Board of Directors and Executive Board concurrently. The composition of the Executive Board shall be confirmed by the Commissioner within one (1) month from the commencement of the Board Members’ term as defined by Article III, Section 3. Any subsequent change to the Executive Board’s membership, occurring within the Board Members’ term, shall be communicated by the Executive Board to the Commissioner upon such an event. Executive Board Members shall have no titles. Section 2. TERMS Executive Board Members shall have two-year terms. Due to the process described in Article VI, Section 1, the composition of the Executive Board may change every two years as Commissioners change. However, there is no limit to the consecutive terms an Executive San Diego American Flag Football League Bylaws As Amended June 29, 2021 6 Board Member may serve. Section 3. DUTIES Executive Board Members are responsible for providing an advisory role for the Board of Directors. They shall be given quarterly financial reports (upon request), by the Board of Directors, to be informed of the SDAFFL’s budget and spending to provide an opportunity for relevant feedback. The Executive Board must approve any amendments to these Bylaws, proposed by the Board of Directors, by two-thirds vote. The Executive Board will not be entitled to attend the meeting of the Board of Directors or allowed to vote on any league business. Executive Board Members have no power over the day-to-day operations of the SDAFFL. ARTICLE VIII. COMMITTEES The Commissioner may appoint Committees to conduct league business at its discretion. ARTICLE IX. EXPENSES AND FINANCE Section 1. FISCAL YEAR The SDAFFL fiscal years runs from November 1st to October 31st. Section 2. EXPENDITURE APPROVAL All league expenditures must be approved, in advance, by the Commissioner. Section 3. AUTHORITY No Board Member, Coach, Captain or any other SDAFFL representative will make financial commitments on the SDAFFL’s behalf without prior approval of the Commissioner. Section 4. BUDGET Although the League will have a yearly operating budget, the Commissioner may deviate from this budget as is necessary. ARTICLE X. AMENDMENTS TO THESE BYLAWS Section 1. AMENDMENT San Diego American Flag Football League Bylaws As Amended June 29, 2021 7 The Bylaws may be amended by a unanimous vote of the SDAFFL Board, Bylaws may not be amended by the general membership. Section 2. EXECUTIVE BOARD APPROVAL Once the Board has reached a unanimous vote to amend the Bylaws, they must announce their intention to the Executive Board. The Executive Board must approve the proposed amendment(s) by two-thirds vote prior to Public Comment. Section 3. PUBLIC COMMENT Once the Board has reached a unanimous vote to amend the Bylaws, they must announce their intention to the general league membership and establish a forum for feedback/comments. Once the league membership comments have been heard (or read), the Executive Board will meet again to verify their two-thirds vote on the proposed by-law amendment(s). If all Board Members still vote unanimously after verification is confirmed by the Executive Board, the Bylaws will be amended. Section 4. APPROVAL Once approved, the revised Bylaws become effective immediately. ARTICLE XI. DISSOLUTION On the dissolution or winding up of the SDAFFL, its assets remaining after payment of, or provision for payment of, all debts and liabilities of the organization, shall be distributed to a nonprofit fund, foundation, or corporation with 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. ARTICLE XII. Section 1. COMMISSIONER REMOVAL The Commissioner may be removed from their position in two ways: Board Removal --- requires a 3/4’s majority Board of Directors vote and a 3/4’s majority vote of voting league members. A 30-day notice, to the general membership, produced by the Secretary, is required to hold a vote to remove a Commissioner. The notice may be electronic. However, the vote must be on paper, in a public place and at a reasonable time, that was announced in the 30-day notice. 2/3’s of all registered league members must be present at the vote to have a quorum, without a quorum there is no vote. Team Captain Removal --- A 2/3 majority of team captains are allowed to submit a San Diego American Flag Football League Bylaws As Amended June 29, 2021 8 signed proposal, in writing (not e-mail), to the Secretary to remove the Commissioner. A 30-day notice, to the general membership, produced by the Secretary, is required to hold a vote to remove a Commissioner. The notice may be electronic. However, the vote must be on paper, in a public place and at a reasonable time, that was announced in the 30-day notice. 3/4 of the registered league members must be present for a quorum, without a quorum there is no vote. 3/4 of all the voters must vote to remove the Commissioner. Board Members have no vote during a Team Captain Removal process and are not counted as registered members for the removal voting purpose. If the Commissioner is removed through either method, or resigns, the Assistant Commissioner will assume immediate control of the league and serve out the remainder of the removed Commissioner’s term. Once the Assistant Commissioner assumes the Commissioner position he must immediately appoint one of the other Board Members as Assistant Commissioner. Thus ensuring a continuous succession plan. With either method of Commissioner removal, the Secretary will notify the Commissioner of the action pending against him/her. Once notified, the Commissioner may not take adverse action against any Board Member or Team Captain, until the outcome of the quorum/vote. Section 2. BOARD OF DIRECTORS MEMBER REMOVAL The Commissioner shall have the authority to remove and replace any member of his/her appointed Board of Directors at any time during his/her term. 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