SECOND AMENDED AND RESTATED BYLAWS OF NORTH ALLEGHENY BASKETBALL ASSOCIATION, INC. a Pennsylvania non-profit corporation

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1 SECOND AMENDED AND RESTATED BYLAWS OF NORTH ALLEGHENY BASKETBALL ASSOCIATION, INC. a Pennsylvania non-profit corporation ARTICLE 1 Name, Office and Fiscal Year Section 1.01 Name. The name of the Corporation is North Allegheny Basketball Association, Inc. The Corporation may also use the fictitious name, NABA. The Corporation s Board of Directors may change the name of the Corporation at any time, and from time to time, upon approval of a majority of the Board of Directors. Section 1.02 Organization, Purpose and Powers. North Allegheny Basketball Association, Inc. is a non-profit corporation organized under the laws of the Commonwealth of Pennsylvania for the purpose of promoting the development of the game of basketball within the North Allegheny School District and such other purposes as may be stated in its Articles of Incorporation or Mission Statement, as the same may be amended from time to time. The Corporation has all of the powers stated in its Articles of Incorporation and all of the powers of a Pennsylvania nonprofit corporation granted under applicable law. Section 1.03 Principal Office. The Corporation s initial principal office will be at 8175 Dor Mar Drive, Pittsburgh, Pennsylvania 15237, until the Corporation s Executive Board selects another location as the Corporation s principal office. Section 1.04 Fiscal year. The Corporation s fiscal year will begin on August 1, and end on July 31, of each year. The Executive Board may change the Corporation s fiscal year from time to time.

2 Section 1.05 Conduct of Business. The Corporation s Executive Board will conduct all of the Corporation s business and affairs at one or more meetings held in accordance with Article 3 below. The Corporation s Officers have responsibility for implementing the business of the Corporation and all decisions of the Executive Board. ARTICLE 2 Membership Section 2.01 Membership. The Corporation s Members are all Player Members and all Parent Members. Section 2.02 Player Members. A Player Member is any student attending any of the schools operated by the North Allegheny School District or residing within the geographical boundaries of the North Allegheny School District and who participates during the Corporation s current fiscal year in the basketball programs organized and offered by the Corporation. A Player Member need not be enrolled in the North Allegheny School District. Section 2.03 Parent Members. A Parent Member is: (1) Any parent, legal guardian or adult acting as a parent of a Player Member; (2) Any adult who coached a basketball team during the Corporation s current or prior fiscal year; (3) Any member of the Board of Directors; or (4) Any adult who regularly participates in the basketball programs organized and offered by the Corporation.

3 Section 2.04 Termination of Membership. Membership in the Corporation terminates when a Member no longer is a Player Member or a Parent Member or when the Board of Directors votes to involuntarily terminate a Member for good cause. Good cause means any action by a Member, any member of the Corporation s Executive Board or Board of Directors or any Officer of the Corporation in violation of the Corporation s purposes or Mission Statement; any action detrimental to the Corporation s purposes or Mission Statement or any illegal act. Meetings ARTICLE 3 Section 3.01 Annual Meeting of Members. The Corporation will hold an Annual Meeting of all Members on the same day as the May meeting of the Board of Directors during each fiscal year. At the Annual Meeting, each Basketball League and Travel Team Commissioner will report on the results of the basketball leagues during the prior fiscal year and plans for the basketball leagues for the current fiscal year. Adequate time will be allotted to Members to ask questions of the Board of Directors or discuss all matters relating to the Corporation, its activities and operations. Section 3.02 Initial Meeting. At the first meeting of the Board of Directors during each fiscal year, the President will report on the Corporation s state of affairs and operations during the prior and current fiscal years. The Treasurer will provide a detailed Financial Report for the Corporation s operations during the prior fiscal year. Section 3.03 Special Meetings of Members. The Executive Board may call a special meeting of Members at any time by resolution of the Executive Board. The resolution will set the date, time and place for the special meeting.

4 Section 3.04 Notice of Meetings of Members. The Secretary will publish notice of the Annual and Special Meetings of Members on the Corporation s website or in such other manner as may be designated by the Executive Board. If the Executive Board fails to designate the manner of notice of Meetings, the Secretary will publish notice of the Meetings in any manner deemed reasonable by the Secretary. Section 3.05 General Meetings of the Board of Directors. The Board of Directors will meet in public session at such time and at such place designated by the Executive Board and posted on the Corporation s website or announced by other public means. The Secretary will post notice of any change in the date, time or place of the Board of Directors meeting on the Corporation s website. The Board of Directors will meet not less than one time each month from September through April. The Executive Board or, at the election of the Executive Board, the Board of Directors may meet in August and in May, June and July if the President calls a meeting during any of those months. Section 3.06 Public and Executive Session. All meetings of the Board of Directors will be open to all Members and the general public unless the Board of Directors elects to meet in Executive Session. Except as provided in the next sentence, all of the Corporation s business must be discussed and votes taken in public meetings of the Board of Directors. The Board of Directors may discuss such subjects and business at it elects to discuss in Executive Session and no Member or member of the general public may participate in any Executive Session unless invited to participate by a vote of the Executive Board. Section Special Meetings of the Board of Directors. Any member of the Executive Board may request a special meeting of the Board of Directors. In order to request a special meeting of the Board of Directors, the member requesting a special meeting must send a letter or other written communication (including electronic communication) to the President stating the purpose of the special meeting, the

5 proposed date of the special meeting and the business to be discussed at the special meeting. The proposed date of the special meeting may be any day, including a Sunday; however, unless all members of the Executive Board agree otherwise, a special meeting of the Board of Directors cannot be less than 7 days prior to or more than 7 days after a regular monthly meeting of the Board of Directors. Upon receiving the request for a special meeting, the President will notify each other member of the Board of Directors of the request for, the proposed date of and the business to be conducted at the special meeting. The President will call a special meeting of the Board of Directors if a majority of the Board elects to hold a special meeting. Section 3.08 Conduct of Meetings. All meetings of Members, the Board of Directors and the Executive Board will be conducted in accordance with The Modern Rules of Order. The President of the Corporation will act as the Chair of all meetings; if the President does not attend a meeting, the Vice President will act as Chair. If both the President and the Vice President do not attend a meeting, the Board of Directors will nominate a Chair for the meeting. The Secretary will make and retain in the Corporation s records minutes of all meetings. Section 3.09 Voting. Unless otherwise provided in these Bylaws or by applicable law, all proposed resolutions and actions of the Board of Directors must be approved by a majority of the Executive Board. Any member of the Board of Directors who is not a member of the Executive Board is a non-voting member of the Board of Directors and may not vote on any matter before the Board of Directors for approval.

6 Section 3.10 Quorum. A quorum of the Executive Board must be present in order to conduct business. A quorum is present at any Meeting if at least five members of the Executive Board are present at the Meeting. A member of the Executive Board is present if he or she participates in the meeting personally or by telephone or other means of simultaneous electronic communication. Members of the Executive Board may not vote by proxy or appoint a representative to act on his or her behalf. ARTICLE 4 Board of Directors and Officers Section 4.01 Membership of Board. The Corporation s Board of Directors is composed of voting members and non-voting. The voting members comprise the members of the Executive Board and the non-voting members are all of the commissioners of the various basketball leagues sponsored by the Corporation. The Board of Directors will also have three additional honorary, nonvoting members: The Athletic Director and the North Allegheny High School Boys Varsity Basketball Coach and the North Allegheny High School Girls Varsity Basketball Coach of the North Allegheny School District. The non-voting members of the Board of Directors may nominate another person to represent them at any Meeting of the Board of Directors. Section 4.02 Membership of Executive Board. The Executive Board is composed of nine voting members, four of which are the Officers of the Corporation: The President, Vice President, Treasurer and Secretary of the Corporation. The other five voting members are: the Boys Coordinator, the Girls Coordinator, the Summer Program Coordinator, the Tournament Director and the School District Liaison.

7 Section 4.03 Vacancies on Board. The remaining members of the Executive Board may declare any member position of the Executive Board vacant if the member is judicially declared incompetent; if the member is convicted of a felony offense; or if the member dies or voluntarily resigns. Vacancies on the Executive Board of Directors will be filled by majority vote of the remaining Executive Board members conducted at the first meeting of the Board of Directors during the Corporation s new fiscal year or at any time during the remainder of the Corporation s fiscal year upon not less than 10 days prior written notice to each other Executive Board member. The remaining members of the Executive Board may waive the foregoing notice requirement by unanimous consent. Section 4.04 Personal Liability of Directors. No member of the Executive Board or Board of Directors will be personally liable for the Corporation s debts and liabilities or for any action, or non-action, of the Corporation or any of its Officers. Section 4.05 President. The President is the primary executive officer of the Corporation responsible for carrying out the Corporation s business and affairs and the actions of the Executive Board. The President may delegate to any other officer any of the President s duties and responsibilities. Section 4.05 Vice President. The Vice President will have such duties and responsibilities delegated to him or her from time to time by either the President or the Executive Board. If the President is unable or unwilling to carry out the duties and responsibilities of President at any time, the Vice President will perform the President s duties and responsibilities. In addition to any other responsibilities that the Vice President may have, the Vice President will be responsible for overseeing all travel and post-season tournament teams formed or sponsored by the Corporation, including consulting with League commissioners regarding compliance with the Corporation s rules, selection process and procedures and number of teams per League or grade level.

8 Section 4.06 Treasurer. The Treasurer is the principal financial officer of the Corporation and will prepare and submit an annual budget for the current fiscal year and the Financial Report for the prior fiscal year to the Board of Directors at its first monthly meeting during each fiscal year. The Treasurer will prepare, or cause to be prepared, the Corporation s tax returns and any other financial returns or reports required to be filed by applicable law; provided, however, only the President or Vice President may sign the Corporation s tax returns. Section 4.07 Secretary. The Secretary is responsible for recording the activities of the Corporation, maintaining the Corporation s books and records, maintaining the Corporation s website, publishing notices of Meetings and performing such other duties and responsibilities incident to the office of Secretary. Section 4.08 Boys Coordinator. The Boys Coordinator will be principally responsible for organizing the basketball programs offered to all male Player Members attending school grades 3 through 12. Section 4.09 Girls Coordinator. The Girls Coordinator will be principally responsible for organizing the basketball programs offered to all female Player Members attending grades 3 through 12. Section 4.10 Summer Program Coordinator. The Summer Program Coordinator will be principally responsible for organizing the Summer basketball programs offered by the Corporation to Player Members from time to time. Section 4.11 Tournament Coordinator. The Tournament Coordinator is principally responsible for organizing all basketball tournaments sponsored by the Corporation from time to time.

9 Section 4.12 School District Liaison. The School District Liaison is principally responsible for interacting with the North Allegheny School Board and the North Allegheny School District Administration and its Athletic Director on matters directly affecting the Corporation, including without limitation securing building/gym use permits for all of the Corporation s activities. Section 4.13 Tenure of Executive Board Members and Officers. All members of the Executive Board, including all Officers of the Corporation, will be elected annually and, unless removed, will serve during the Corporation s next fiscal year. The members of the Executive Board for the succeeding fiscal year will be elected at the May meeting of the Board of Directors during the Corporation s current fiscal year. As soon as practicable after the March meeting of the Board of Directors, the Secretary will announce and publish notice of the annual election of Executive Board members during the May meeting of the Board of Directors and the various Executive Board positions available to Members. Any Member wishing to run for and be elected to one of the positions on the Executive Board must declare his or her candidacy not later than 5:00PM (local time) on the day prior to the date of the April meeting of the Board of Directors by sending a written notice (by mail or ) to the Corporation. At the May meeting of the Board of Directors during each fiscal year, the Members will elect the new members of the next Executive Board in the following order: President, Vice President, Treasurer, Secretary, Boys Coordinator, Girls Coordinator, Summer Program Coordinator, Tournament Coordinator and School District Liaison. No Member may vote by proxy. The newly-elected members of the Executive Board and Officers will replace the present members of the Executive Board and Officers effective as of the start of the Corporation s next fiscal year.

10 Section 4.14 Removal of Directors or Officers. Any Director, Executive Board member or Officer may be removed for good cause (as defined in Section 2.04 above) at any time by the affirmative vote of two-thirds of the remaining Executive Board members (after excluding the vote of the Executive Board member or Officer who is the subject of the vote to be taken, if applicable). ARTICLE 5 Amendments and Effective Date Section 5.01 Amendments Generally. Unless otherwise provided by applicable law, these Bylaws may be amended by two-thirds vote of the Executive Board from time to time. Section 5.02 Effective Date. These Bylaws are effective immediately. Adopted: March 4, 2009 Secretary