Bylaws

AMENDED AND RESTATED BYLAWS

OF 

DIABLOS OUTSPORTS ASSOCIATION 

A Texas Nonprofit Corporation 

ARTICLE I 

These bylaws constitute the code of rules adopted by Diablos OutSports Association (the 

Corporation) for the regulation and management of its affairs. 

ARTICLE II 

Purpose 

The Corporation is organized and shall be operated exclusively for charitable, scientific and/or 

educational purposes as defined in Section 501(c)(3) of the Internal Revenue Code or the 

corresponding provisions of any subsequent federal tax law (the IRC) and under the laws of 

the State of Texas; and, subject to such limitations and conditions as are or may be prescribed by 

law, to exercise such other powers which now or hereafter may be conferred by law upon a 

corporation organized for the purposes hereinabove set forth, or necessary or incidental to the 

powers so conferred, or conducive to the attainment of the above-stated purposes of the 

Corporation.  The purposes include the following: 

•  To promote and educate the public about amateur athletics in the greater San Antonio 

         area, especially to persons or groups who are traditionally under-represented including 

         members of the lesbian, gay, bisexual, transgender & questioning (LGBTQIA+) 

         community. 

•  To foster and augment the self-respect of the members of the LGBTQ community through 

         positive enjoyment of amateur athletics and other community activities. 

•  Through education and the promotion of sport, to refute traditional stereotypes against 

         members of the LGBTQ community, increase diversity and acceptance within athletics, 

        and engender respect and understanding within the larger community. 

ARTICLE III 

Board of Directors 

(1) Powers.  The Board of Directors (Directors or the Board) is solely vested with the 

management of the business and affairs of this Corporation, subject to the Texas Business 

Organizations Code, the Certificate of Formation, and these bylaws. Except as specifically 

set forth herein, the Elected Director is a Director for all purposes. 

(2) Qualifications.  Directorships shall not be denied to any person on the basis of race, creed, 

sex, religion, national origin, sexual orientation, gender identity or gender expression.  

Employees of the Corporation are ineligible to serve on the Board of Directors.  Directors 

must have paid registration fees for at least one Season, as set forth in Article VIII below, 

each year of service on the Board. 

(3) Number of Directors.  The Board of Directors will consist of no more than nine (9) but 

not less than three (3) Directors (including the Elected Director).  Upon majority vote of 

the Board, the number of Directors may be increased or decreased from time to time, but 

in no event shall a decrease have the effect of shortening the term of an incumbent Director, 

or decreasing the total number of Directors to less than three (3) Directors. 

(4) Term of Directors.  Except for the Elected Director, Directors shall serve terms of two (2) 

years.  Such terms shall commence on January 1 and end on December 31 the second year 

after election.  There are no term limits and, therefore, Directors may serve any number of 

consecutive terms. The Elected Director shall serve a one (1) year term, as set forth in 

Article VIII. 

(5) Election of Directors.  Except for the Elected Director, elections for Directors filling 

expiring terms shall be held at the last regular Board meeting of the fiscal year, and such 

elections shall be by a majority vote of the Directors then present and voting.  Any 

directorship to be filled by reason of an increase in the number of Directors shall be filled 

at the next regular meeting of the Board of Directors or at a special meeting called for that 

purpose. When a re-election or replacement occurs, the re-election or replacement shall be 

considered effective on the date that the prior term expired (i.e., the new term does not 

begin on the date of the election).  Board members whose terms have expired may continue 

serving either until they are re-elected or until their successors are elected. 

(6) Resignation.  Any Director may resign at any time by delivering written notice to the 

Secretary or Commissioner of the Board of Directors.  Such resignation shall take effect 

upon receipt or, if later, at the time specified in the notice. 

(7) Removal.  Any Director may be removed, with or without cause, at any time, by a 2/3 vote 

of the entire Board of Directors, at a Regular or Special Meeting called for that purpose.  

Any Director under consideration of removal must first be notified about the consideration 

by written notice at least five days prior to the meeting at which the vote takes place. 

(8) Vacancies.  Vacancies shall be filled by majority vote of the remaining members of the 

Board of Directors, though less than a quorum, and the Director filling the vacancy shall 

serve for the remainder of the term of the directorship that was vacated.  Vacancies shall 

be filled as soon as practical. Any Director may make nominations to fill vacant 

directorships. The Board shall fill vacancies for the Elected Director for the unexpired term 

by, first the candidate with the highest number of votes not elected for that director term, 

then, if not filled by the preceding clause, by a person selected by the Board that otherwise 

qualifies to be the Elected Director. 

(9) Compensation.  Directors shall not receive any salaries or other compensation for their 

services, but, by resolution of the Board of Directors, may be reimbursed for any actual 

expenses incurred in the performance of their duties for the Corporation, as long as a 

majority of Directors approve the reimbursement.  The Corporation shall not loan money 

or property to, or guarantee the obligation of, any Director. 

ARTICLE IV 

Committees 

(1) Executive Committee.  The Commissioner, the Deputy Commissioner/Treasurer, the 

Deputy Commissioner, the Secretary of the Corporation and the Immediate Past 

Commissioner shall constitute the Executive Committee.  The Executive Committee shall 

have the authority to act on behalf of the Corporation in between Regular Meetings of the 

Board of Directors.  The Commissioner shall be the chairperson of the Executive 

Committee.  A majority of the Executive Committee shall constitute a quorum for the 

transaction of business, and all decisions shall be by majority vote of those present. 

(2) Additional Committees.  The Board of Directors may from time to time designate and 

appoint additional standing or temporary committees by majority vote of the Board of 

Directors.  Such committees shall have and exercise such prescribed authority as is 

designated by the Board of Directors.   The Directors may authorize these committees to 

exercise any powers, responsibilities, and duties consistent with the Certificate of 

Formation and these bylaws. 

ARTICLE V 

Conflict of Interest Policy 

The Corporation and its Directors, officers and committee members will comply with the 

Corporations Conflict of Interest Policy, attached as Exhibit A. 

ARTICLE VI 

Board Meetings 

(1) Place of Board Meetings.  Regular and Special Meetings of the Board of Directors will 

be held at any place that the Commissioner may designate or the Board may designate. 

(2) Regular and Special Meetings.  Regular meetings of the Board of Directors shall be held 

at least twice a year, or more frequently as deemed necessary by the Board of Directors.  

Special Meetings may be called by the Commissioner or any three Directors.  An 

orientation meeting will be held each year for the new members of the Board of Directors. 

(3) Notice of Board Meetings.  Notice of the date, time, and place of Regular Meetings shall 

be given to each Director by regular mail, telephone (including voice mail), facsimile, or 

electronic mail/messaging no less than seven (7) days notice prior to the meeting.  Notice 

of the date, time, and place of special meetings shall be given to each Director using the 

same methods, but with no less than four (4) days notice prior to the meeting. 

(4) Waiver of Notice.  Attendance by a Director at any meeting of the Board of Directors for 

which the Director did not receive the required notice will constitute a waiver of notice of 

such meeting unless the Director objects at the beginning of the meeting to the transaction 

of business on the grounds that the meeting was not properly called or convened. 

(5) Quorum.  A majority of the incumbent Directors (not counting vacancies) shall constitute 

a quorum for the purposes of convening a meeting or conducting business.  At Board 

meetings where a quorum is present, a majority vote of the Directors attending shall 

constitute an act of the Board unless a greater number is required by the Certificate of 

Formation or by any provision of these Bylaws. 

(6) Actions without a Meeting.  Any action required or permitted to be taken by the Board of 

Directors under the Texas Business Organizations Code, the Certificate of Formation, and 

these Bylaws may be taken without a meeting, if the required number of Directors (for the 

matter presented), individually and collectively, consent in writing, which may be by 

electronic means, setting forth the action to be taken. Such written consent shall have the 

same force and effect as a vote at a meeting of the Board. 

(7)  Proxy Voting Prohibited.  Proxy voting is not permitted. 

ARTICLE VII 

Officers 

(1) Roster of Officers.  The Corporation shall have a Commissioner, a Deputy Commissioner, 

a Deputy Commissioner/Treasurer, a Secretary, and an Immediate Past Commissioner, 

each of whom must also be a Director (except the Immediate Past Commissioner). The 

Corporation may have, at the discretion of the Board of Directors, such other officers as 

may be appointed by the Board. One person may hold two or more offices, except those 

serving as Commissioner or Secretary.  The Immediate Past Commissioner shall be the 

person who served as the Commissioner in the previous term, and shall assume office 

immediately upon expiration of their Commissioner term. 

(2) Election and Removal of Officers. All officers shall serve one-year terms. The election 

shall be conducted at the Board of Directors last meeting of the fiscal year and following 

the election of the new Board of Directors filling expiring terms, or as soon as practical 

thereafter.  Officers shall remain in office until their successors have been elected. Officers 

may serve consecutive terms without limit.  The election of officers shall be by majority 

vote of the Board of Directors attending the meeting. 

(3) Vacancies.  If a vacancy occurs during the term of office for any elected officer, the Board 

of Directors shall elect a new officer to fill the remainder of the term as soon as practical, 

by majority vote of Directors present. 

(4) Commissioner 

*  The Commissioner will supervise and control the affairs of the Corporation and shall 

exercise such supervisory powers as may be given him/her by the Board of Directors. 

The Commissioner is the equivalent of a president for all legal and practical purposes. 

*  The Commissioner will perform all duties incident to such office and such other duties 

as may be provided in these bylaws or as may be prescribed from time to time by the 

Board of Directors.  The Commissioner shall preside at all board meetings and shall 

exercise parliamentary control in accordance with Roberts Rules of Order. 

* The Commissioner shall serve as an ex-officio member of all standing committees, 

unless otherwise provided by the Board of Directors or these bylaws. 

*  The Commissioner shall, with the advice of the Board of Directors and in accordance 

with the requirements of these bylaws, set the agenda for each meeting of the Board 

of Directors. 

(5) Deputy Commissioner  

*  The Deputy Commissioner shall act in place of the Commissioner in the event of the 

Commissioners and Deputy Commissioner/Treasurers absence, inability, or refusal to 

act, and shall exercise and discharge such other duties as may be required by the Board. 

*  The Deputy Commissioner shall serve as the parliamentarian and interpret any 

ambiguities of the bylaws. 

(6) Secretary 

*  The Secretary will perform all duties incident to the office of Secretary and such other 

duties as may be required by law, by the Certificate of Formation, or by these bylaws. 

* The Secretary shall attest to and keep the bylaws and other legal records of the 

Corporation, or copies thereof, at the principal office of the Corporation. 

*  The Secretary shall take or ensure that someone takes minutes of all meetings of the 

committees and Board of Directors, and shall keep copies of all minutes at the principal 

office of the Corporation. 

*  The Secretary shall keep a record of the names and addresses of the Directors at the 

principal office of the Corporation. 

*  The Secretary shall, with the approval of the Board of Directors, set up procedures for 

any elections held by the Corporation.  The Secretary shall keep a record of all votes 

cast in such elections. 

*  The Secretary shall ensure that all records of the Corporation, minutes of all official 

meetings, and records of all votes, are made available for inspection by any member 

of the  Board  of  Directors  at  the  principal  office  of  the  Corporation  during  

regular business hours. 

*  The Secretary shall see that all notices are duly given in accordance with these bylaws 

or as required by law. 

* The Secretary shall see that all books, reports, statements, certificates, and other 

documents and records of the Corporation are properly kept and filed. 

*  In the case of the absence or disability of the Secretary, or the Secretary's refusal or 

neglect to fulfill the duties of Secretary, the Deputy Commissioner shall perform the 

functions of the Secretary. 

(7) Deputy Commissioner/Treasurer 

*  The Deputy Commissioner/Treasurer will have charge and custody of all funds of the 

Corporation, will oversee and supervise the financial business of the Corporation, will 

disburse funds of the Corporation, will render reports and accountings to the Directors 

as required by the Board of Directors, and will perform in general all duties incident to 

the office of treasurer (being the equivalent of a chief financial officer) and such other 

duties as may be required by law, by the Certificate of Formation, or by these bylaws, 

or which may be assigned from time to time by the Board of Directors. 

*  The Deputy Commissioner/Treasurer shall devise a plan providing for the acceptance.

and disbursement of all funds of the Corporation which shall be approved by the Board 

of Directors. 

*  The Deputy Commissioner/Treasurer, with the approval of the Board of Directors, 

shall set up all checking, savings, and investment accounts of the Corporation and 

deposit all such funds in the name of the Corporation in such accounts. 

*  The Deputy Commissioner/Treasurer's signature shall be the authorized signature for 

all checking, savings, and investment accounts of the Corporation unless the Treasurer, 

with the approval of the Board of Directors, designates another member of the Board 

of Directors or employee of the Corporation as the authorized signatory for a particular 

type of disbursement. 

*  The Deputy Commissioner/Treasurer shall prepare periodic reports for the Board of 

Directors, providing an accounting of all transactions and of the financial conditions 

of the Corporation. 

*  The Deputy Commissioner/Treasurer shall keep all financing records, books, and 

annual reports of the financial activities of the Corporation at the principal office of 

the Corporation and make them available at the request of any Director or member of 

the public during regular business hours for inspection and copying. 

*  The Deputy Commissioner/Treasurer shall act in place of the Commissioner in the 

event of the Commissioner's absence, inability, or refusal to act, and shall exercise and 

discharge such other duties as may be required by the Board. 

(8) Immediate Past Commissioner 

*  The Immediate Past Commissioner shall be an advisor to the Corporation, and have 

other duties as may be assigned by the Commissioner or Board. 

* The Immediate Past Commissioner shall be an ex-officio voting member of the Board, 

shall be counted for meeting quorum purposes, and provided notices of meetings. 

ARTICLE VIII 

League Play; Registration Fees; Elected Director 

(1) Seasons.  Each year, the Commissioner or other Director, as applicable, shall propose, at 

one or more Board meetings, the details (number of teams, players per team, dates, 

location, etc.) for league play for all sports approved by the Board. Each sports season, 

whether one or more per sport, is herein referred to as a Season. The Board must 

approve the general schedule and details of each Season. 

(2) Players. The Board shall develop and approve a recruiting plan for each Season for the 

recruitment of team captains, players, coaches, referees/umpires and others to assist in 

the success of each Season. 

(3) Registration/Player Fees.  Each player, coach or other person interested in the success 

of each Season must pay a player or registration fee in accordance with the payment 

policy approved by the Board.  The Board shall set the amount of the player fee for each 

Season, and may provide for alternate fee structures (e.g. team fees). 

(4) Elected Director.  One Director shall be designated as the Elected Director.  The Elected 

Director shall be elected by a majority vote of those individuals who have paid player.

fees for any Season in the year of election, in accordance with Article VIII(3) above.  The 

procedures for such nomination and election shall be adopted by the Board of Directors 

for an election to occur in the month of October or November of each year.  The Elected 

Director shall serve a term a one (1) year beginning January 1 of the year immediately 

following election.  The Elected Director is not subject to any term limits and may be re-

elected year to year. 

ARTICLE IX 

Rules of Procedure 

The proceedings and business of the Board of Directors shall be governed by Roberts 

Rules of Order (current edition) unless otherwise provided herein. 

ARTICLE XI 

Indemnification 

The Corporation may indemnify any person who was, is, or is threatened to be made a named 

defendant or respondent in a proceeding (as hereinafter defined) because the person (i) is or was 

a director or officer of the Corporation or (ii) while a director or officer of the Corporation, is or 

was serving at the request of the Corporation as a trustee, officer, partner, manager, venturer, 

proprietor, director, employee, agent, or similar functionary of another foreign or domestic 

corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, 

employee benefit plan or other enterprise, to the fullest extent that a corporation may grant 

expenses, and affirmations and undertakings to obtain advancements of expenses shall be made 

as provided in the Bylaws.  The Corporation may purchase and maintain insurance on behalf of 

any person who is serving the Corporation (or another entity at the request of the Corporation) 

against any liability asserted against that person and incurred by him or her in such a capacity or 

arising out of that persons status as a person serving the Corporation (or another entity at the 

request of the Corporation), whether or not the Corporation would have the power to indemnify 

that person against that liability under this section or by statute.  Notwithstanding the foregoing, 

no person shall be indemnified pursuant to the provisions of this Article and no insurance may 

be maintained on behalf of any person if such indemnification or maintenance of insurance would 

subject the Corporation or such person to income or excise tax under the IRC, including any tax 

asserted under IRC Chapter 42.  As used herein, the term proceeding means any threatened, 

pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, 

arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or 

investigation that could lead to such an action, suit, or proceeding.