A Nonprofit Public
ARTICLE I. OFFICES
The principal office of Northern California Federation
Junior Youth Football, Inc. ("NORCALFED") for the
transaction of business is located at P.O. Box 722, Corning,
CA 96021. The Board of Directors (" the Board") may change
the principal office from one location to another. Any
change of location of the principal office shall be noted by
NORCALFED is a Nonprofit Public Benefit corporation and is
not organized for the private gain of any person. It is
organized under the Nonprofit Public Benefit Corporation Law
exclusively for charitable purposes. NORCALFED is organized
exclusively for charitable purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code (or the
corresponding section of any future United States internal
revenue law). Notwithstanding any other provision of these
bylaws, NORCALFED shall not, except to an insignificant
degree, engage in any activities or exercise any powers that
are not in furtherance of the purposes of NORCALFED as set
forth in the articles of incorporation. NORCALFED 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 provision of any future United States internal
revenue law, or (b) by a corporation, contributions to which
are deductible under Section 170(c)(2) of the Internal
Revenue Code or the corresponding provision of any future
United States internal revenue law.
ARTICLE II. MEMBERS
NORCALFED shall have one class of members only, Association
Membership For purposes of these bylaws, an Association
shall be defined as an unincorporated association of adults
banded together to sponsor and administer one or more
non-school youth football teams organized as set forth and
under the direction of NORCALFED. Each member shall have
equal voting and other rights. No Association shall hold
more than one membership in NORCALFED.
Admission to membership in NORCALFED is open to all
Associations that meet and comply with all of the
requirements set forth by NORCALFED. An Association shall
be admitted to membership only on the approval of the Board
of Directors upon submission of an application by such
Association in the form and in a manner as shall be
prescribed by the Board.
The annual dues payable to NORCALFED by members shall be in
such amounts as shall be determined by resolution of the
Board of Directors. Dues shall be payable for the first
year on admission to membership and annually thereafter at
such time or times as may be fixed by the Board of
Members of NORCALFED shall not solely, because of such
membership, be personally liable for the debts, obligations,
or liabilities of NORCALFED.
The membership and all rights of membership shall
automatically terminate on the occurrence of any of the
voluntary resignation of a member in accordance with Article
IX of the Association's Bylaws.
by 2/3 vote of the membership of NORCALFED at a regular
semi-annual meeting or a special meeting called for the
Effect of Termination
All rights of a member in NORCALFED shall cease on
termination. Termination shall not relieve the member from
any obligation for charges incurred, services or benefits
actually rendered, dues, or fees, or arising from contract
or otherwise. NORCALFED shall retain the right to enforce
any such obligation or obtain damages.
ARTICLE III. MEETINGS
The members shall meet semi-annually in January and May of
each year for the purpose of transacting such proper
business as may come before the meeting, including the
election of Directors for terms as are fixed in Section 4.3
of these Bylaws.
Special meetings of members shall be called by the Board of
Directors and held at such place within the State of
California as may be ordered by resolution of the Board of
Directors. Twenty-Five (25) percent or more of the members
of NORCALFED may call special meetings for any lawful
Notice of Meetings
Written notice of every meeting of members shall be either
personally delivered or mailed by first-class United States
mail, postage prepaid, fifteen (15) days before the date of
the meeting to each member who on the record date for notice
of the meeting is entitled to vote thereat.
Contents of Notice
The notice shall
state the place, date and time of the meeting. In the case
of regular meetings, the notice shall state those matters
which the Board of Directors, at the time the notice is
given, intends to present for action by the members. The
notice of any meeting at which Directors are to be elected
shall include the names of all those who are nominees at the
time the notice is given to the members.
A quorum at any meeting of members shall consist of a
majority of the voting power, represented in person or by
proxy. For purposes of this Bylaw, "voting power" means the
power to vote for the election of Directors at the time any
determination of voting power is made and does not include
the right to vote on the happening of some condition or
event which has not yet occurred.
Loss of Quorum
The members present at a duly called or held meeting at
which a quorum is present may continue to transact business
until adjournment notwihstanding the withdrawal of enough
members to leave less than a quorum, if such action taken,
other than adjournment, is approved by at least a majority
of members required to constitute a quorum.
Adjournment for Lack
In the absence of a quorum, any meeting of members may be
adjourned from time to time by the vote of a majority of the
votes but no other business may be transacted except as
provided in Section 3.6 of these Bylaws.
Voting of Membership
One Vote Per Member
(a) Each member is entitled to one vote on each matter
submitted to a vote of the members.
Cumulative voting shall not be authorized for the election
of directors or for any other purpose.
member entitled to vote shall have the right to do so either
in person or by an agent authorized by a written proxy,
signed by the member and filed with the Secretary of
NORCALFED. Only members in good standing may be such
agents. Members entitled to vote shall be permitted to vote
or act by written proxy.
Conduct of Meetings
(a) The Commissioner of NORCALFED or, in his or her
absence, any other person chosen by a majority of the voting
members present in person shall be chairman of and shall
preside over the meetings of the members.
Secretary of Meetings
(b) The Secretary of
NORCALFED shall act as the secretary of all meetings of
members; provided that in his or her absence, the Chairman
of the meetings of members shall appoint another person to
act as secretary of the meetings.
Rules of Order
Robert's Rules of Order, as amended from time to time, shall
govern the meetings of members insofar as those rules are
not inconsistent with or in conflict with these Bylaws or
the Articles of NORCALFED.
ARTICLE IV. DIRECTORS
(a) Subject to the provisions of the Nonprofit Public
Benefit corporation law and any limitations in the Articles
of Incorporation and these bylaws relating to action
required to be approved by the members, the business and
affairs of NORCALFED shall be managed, and all corporate
powers shall be exercised by or under the direction of the
Specific Powers. Without prejudice to these
general powers, and subject to the same limitations, the
directors shall have the power to:
(1) Change the
principal office in the State of California from one
location to another and conduct business within the State of
Administrate the NORCALFED rules of operation.
members for cause pursuant to the provisions of these bylaws
or for violations of the NORCALFED rules of operation.
The affairs of NORCALFED shall be administered by a
Commissioner, six Assistant Commissioners, a Secretary, a
Treasurer and a Deputy Commissioner from each Conference to
be known as the Board of Directors.
All voting for NORCALFED
Officers and/or Directors shall be done by secret ballot
submitted directly to the Commissioner.
The Directors of NORCALFED shall be residents of the State
Terms of Office
Each Director shall hold
office for a term of 3 years from the date of such Director's
election, and until such Director's successor is elected and
qualifies under Section 4.3 of these Bylaws. the Board may
provide for staggered terms for the Directors, or some of them
at its discretion. Deputy Commissioners, one for each
conference, shall be elected on a yearly basis by each
Any person qualified to be a Director under Section 4.3 of these
Bylaws may be nominated by the method of nomination authorized
by the Board or by any other method authorized by law.
The Directors shall be elected at the annual members meeting as
prescribed by Section 3.1 of these Bylaws. The candidates
receiving the highest number of votes up to the number of
Directors to be elected are elected. Directors shall be
eligible for reelection without limitation on the number of
terms they may serve, provided they continue to meet the
qualifications required by Section 4.3 of these Bylaws.
Directors may be elected on staggered terms.
The Directors shall serve without compensation; however expenses
may be reimbursed upon the board's approval.
Call of Meetings
(a) Meetings of the Board may be called by the Commissioner or
any two (2) Directors.
Place of Meetings
(b) All meetings of the
Board shall be held at the principal office of the NORCALFED as
specified in Section 1.1 of these Bylaws, or as directed by the
Commissioner if an alternative location is necessary.
Time of Regular Meetings
(c) Regular meetings of the
Board shall be held, in the months of March, July, October or
on an as needed basis.
(d) Special meetings of the
Board may be called by the Chairman of the Board or the
Commissioner or the Secretary or any two (2) Directors. Special
meetings shall be held on four (4) days' notice by first-class
mail, postage prepaid, or on forty-eight (48) hours' notice
delivered personally or by telephone, including a voice
massaging system or other system or technology designed to
record and communicate messages, telegraph, facsimile,
electronic mail, or other electronic means. Notice of a special
meeting need not be given to any Director who signs a waiver of
notice or written consent to holding the meeting, or an approval
of the minutes of the meeting, whether before or after the
meeting, or who attends the meeting without protesting the lack
of notice to that Director either before or at the commencement
of the meeting. All waivers, consents, and approvals must be
filed with the corporate records or made a part of the minutes
of the meetings.
(e) A majority of the
authorized number of Directors constitutes a quorum of the Board
for the transaction of business, except as hereinafter provided.
Transactions of Board
(f) Except as otherwise
provided in the Articles, in these Bylaws, or by law, every act
or decision done or made by a majority of the Directors present
at a meeting duly held at which a quorum is present is the act
of the Board provided, however, that any meeting at which a
quorum was initially present may continue to transact business
notwithstanding the withdrawal of Directors if any action taken
is approved by a least a majority of the required quorum for
such meeting, or such greater number as is required by the law,
the Articles, or these Bylaws.
Conduct of Meetings
(g) Any Director selected
by the Directors present shall preside at meetings of the
Board. The Secretary of NORCALFED or, in the Secretary's
absence, any person appointed by the presiding officer shall act
as Secretary of the Board. Members of the Board may participate
in a meeting through use of conference telephone or similar
communications equipment, so long as all members participating
in such meeting can hear one another. Such participation shall
constitute personal presence at the meeting.
(h) A majority of the
Directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. If the meeting
is adjourned for more than twenty-four (24) hours, notice of the
adjournment to another time or place must be given prior to the
time of the adjourned meeting to the Directors who were not
present at the time of the adjournment.
Any action required or permitted to be taken by the Board may be
taken without a meeting, if all members of the board
individually or collectively consent in writing to such action.
Such written consent or consents shall be filed with the minutes
of the proceedings of the Board. Such action by written consent
shall have the same force and effect as the unanimous vote of
(a) Resignations. Except as provided in this
paragraph, any director may resign, which resignation shall be
effective on giving written notice to the Commissioner,
Secretary or the Board, unless the notice specifies a later time
for the resignation to become effective.
Filled by Board. Except as otherwise provided by the
bylaws, vacancies on the Board may be filled by the Board until
the next annual members meeting. The members shall vote to
elect a director for the balance of the term remaining.
Filled by Members.
The members may elect a director or directors at any time to
fill any vacancy not filled by the Board. Any such election
shall require the written consent of a majority of the members.
Removal of Directors
4.11. A Director may be removed for cause by a vote of the
majority of the membership, or as otherwise set forth in the
Removal of Officers
Section 4.12. The Board of Directors may, at
any time, at it?s pleasure, with or without assigning any cause
therefore, remove any officer, committee member, agent or
employee appointed by it or appointed by any such officer,
committee or agent.
ARTICLE V. OFFICERS
Number and Titles
The officers of NORCALFED
shall be a Commissioner, a Secretary, a Treasurer, and such
other officers with such titles and duties as shall be
determined by the Board and as may be necessary to enable it to
sign instruments. The Commissioner is the general manager and
chief executive officer of NORCALFED. Any number of offices may
be held by the same person, except that neither the Secretary
nor the Treasurer may serve concurrently as the Commissioner.
The officers shall be chosen by the Board and serve at the
pleasure of the Board, subject to the rights, if any, of an
office under any contract of employment. Any officer may resign
at any time on written notice to NORCALFED without prejudice to
the rights, if any, of NORCALFED under any contract to which the
officer is a party.
(a) Commissioner. The Commissioner shall,
subject to the control of the Board, generally supervise,
direct, and control the business and the officers of NORCALFED.
He or she shall preside at all meetings of the members and at
all meetings of the Board. He shall have such other powers and
duties as may be prescribed by the Board within the confines of
these bylaws or the Articles of Incorporation.
The Commissioner shall
annually assign an assistant commissioner to administer Nor Cal
Fed?s duties to include but not limited to: 1.Inter and
Intra-Conference scheduling, and Director of Tournaments. 2.
Membership and public relations, including releases to the
media. 3. Printing of By-Laws and/or Rulebooks and the timely
distribution of same to all Deputy Commissioners as their needs
Assistant-Commissioner. In the absence or disability of the
Commissioner an Assistant Commissioner shall perform all the
duties of the Commissioner, and when so acting, shall have all
the powers of, and be subject to all the restrictions upon the
Commissioner. The Assistant Commissioner shall have such other
powers and perform such other duties as, from time to time, may
be prescribed for him or her by the Board or by the
The Secretary shall attend to the following:
(1) Book of
Minutes. The Secretary shall keep or cause to be kept, at
NORCALFED'S office, or such other place as the Board may direct,
a Book of Minutes of all meetings and actions of directors,
committees of directors, and members, with the time and place of
holding, whether regular or special, and, if special, how
authorized, the notice given, the names of those present at such
meetings, the number of members present or represented at
members' meetings, and the proceedings of such meetings.
Records. The Secretary shall keep, or cause to be kept, at
NORCALFED'S office, a record of the members, showing the names
of all members, their addresses and telephone numbers.
Seal and Other Duties. The Secretary shall give, or cause
to be given, notice of all meetings of the members and of the
Board required by the bylaws to be given. He or she shall keep
the corporate seal, and the original copy of the Articles of
Incorporation and bylaws, both as amended, in safe custody. He
or she shall have such other powers and perform such other
duties as may be prescribed by the Board or these bylaws.
He or she shall attend to:
(1) Books of
Account. The Treasurer shall keep and maintain, or cause to
be kept and maintained, at NORCALFED'S office, adequate and
correct books and records of account of the properties and
business transactions of NORCALFED, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses,
capital, retained earnings, and other matters customarily
included in financial statements. The books of account shall be
open to inspection by any director, and to the Members as set
forth in these bylaws.
(2) Deposit and
Disbursement of Money and Valuables. The treasurer shall
deposit all money and other valuables in the name and to the
credit of NORCALFED, with such depositories as may be designated
by the Board; shall render to the Commissioner and directors,
whenever they request it, an account of all of his or her
transactions as Treasurer, and of the financial condition of
NORCALFED; and shall have other powers and perform such other
duties as may be prescribed by the Board or the bylaws.
(3) Funds of the
Corporation: The money, funds, checks and drafts of the
corporation shall be deposited in such banks or trust companies
as the Board of Directors shall designate, and shall be drawn
out only by check signed by at least two directors, officers or
other persons as the Board of Directors may authorize from time
to time. The Board of Directors may retain certified public
accountants to audit the books and records of the Corporation
and to make such reports and statements from time to time as the
Board of Directors shall require.
ARTICLE VI. INDEMNIFICATION
The Corporation is authorized to indemnify the Directors and
Officers to the fullest extent possible under California Law.
ARTICLE VII CORPORATE
RECORDS, REPORTS, AND SEAL
NORCALFED shall keep adequate and correct records of account and
minutes of the proceedings of its members, Board, and committees
of the Board. NORCALFED shall also keep a record of its members
giving their names and addresses and the class of membership
held by each. The minutes shall be kept in written form. Other
books and records shall be kept in either written form or in any
other form capable of being converted into form.
The Board shall cause an
annual report to be made available to the members not later
than four weeks after the close of NORCALFED's calendar year.
The report shall contain all the information required by
Corporations Code Section 6321(a) and shall be accompanied by
any report thereon of independent accountants, or if there is no
such report, the certificate of any authorized officer of
NORCALFED that such statements were prepared without audit from
the books and records of NORCALFED. The annual report shall be
furnished to all Directors and Members.
of Certain Transactions and Indemnifications
NORCALFED shall make
available on an annual basis to its members a statement of any
transaction or indemnification described in Corporations Code
Section 6322(d) and (e), if such transaction or indemnification
took place. Such annual statement shall be affixed to the
annual report described in Section 6.02 of these Bylaws.
The Board of Directors shall adopt a corporate seal which shall
be in the following form and design:
The Secretary of NORCALFED
shall have custody of the seal and affix it in all appropriate
cases to all corporate documents. Failure to affix the seal
shall not, however, affect the validity of any instrument.
AMENDMENT OR REPEAL OF BYLAWS
Amendment by Members
New bylaws may be adopted, or these bylaws may be amended or
repealed, by approval of the Members, or their proxies at the
May semi-annual meeting. Where any provision of these bylaws
requires the vote of a larger proportion of the members than
otherwise required by law, such provision may not be altered,
amended or repealed except by vote of such larger number of
members. No amendment may extend the terms of a director beyond
that for which such director was elected.
Subject to the rights of members as set forth in these bylaws,
and the limitations set forth below, the Board may adopt, amend
or repeal bylaws. Such power is subject to the following
required by California or Federal Law.
required by safety issues as directed by liability insurance
CERTIFICATE OF SECRETARY
FEDERATION JUNIOR YOUTH FOOTBALL, INC., a
California Nonprofit Public
I hereby certify that I am the duly
elected and acting Secretary of NORTHERN CALIFORNIA FEDERATION
JUNIOR YOUTH FOOTBALL, INC. and that the foregoing Bylaws,
comprising ____________ pages, constitute the Bylaws of NORTHERN
CALIFORNIA FEDERATION JUNIOR YOUTH FOOTBALL, INC. as duly
adopted at a meeting of the Board of Directors thereof held on
May 22, 1999.
Dated: May 22, 1999