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.