NATIONAL BASKETBALL ASSOCIATION CONSTITUTION AND BYLAWS PDF

Section 2. Principal Office. The principal office of the Association shall be located at the residence address of the Regional Supervisor of Officials of the Association. Section 3. Mailing Address. Section 4.

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Article 1. Definitions: As used in this Constitution the term: 1. Article 2. The principal office of this Association shall be at such location as determined by the Board of Directors. Article 3.

The purpose of this Association is to act as the national governing body for the sport of basketball in the United States, and in such connection, to be recognized as such by the U. Pursuant to such purposes and the other purposes set forth in its Articles of Incorporation, this Association shall: 3. Article 4. This Association shall exercise the following powers: 4. Article 5. This Association shall be autonomous in its governance of the sport of basketball, in that it independently shall decide and control all matters central to such governance, shall not delegate decision-making and control of matters central to governance, and shall be free from outside restraint.

This provision shall not be construed as preventing this Association from contracting with third parties for administrative assistance and support, in connection with its purpose and powers. Article 6. Members 6. Membership in USA Basketball shall be open to the following categories of organizations: 6. Professional Membership shall be open to national professional sports organizations that actively conduct a national program in basketball as a competitive sport.

The current Professional Members of USA Basketball are listed in Exhibit A attached hereto, which shall be updated from time to time to reflect changes in such membership.

Collegiate Membership shall be open to national sports organizations that actively conduct a national program in basketball as a competitive sport through universities, colleges and collegiate-level programs.

The current Collegiate Members of USA Basketball are listed in Exhibit A attached hereto, which shall be updated from time to time to reflect changes in such membership. Scholastic Membership shall be open to national sports organizations that actively conduct a national program in basketball through educational institutions below the collegiate level.

The current Scholastic Members of USA Basketball are listed in Exhibit A attached hereto, which shall be updated from time to time to reflect changes in such membership.

Youth Membership shall be open to community-based non-Scholastic and non-Collegiate sports organizations that conduct national programs in basketball for youths defined as players age 19 and under. The current Youth Members of USA Basketball are listed in Exhibit A attached hereto, which shall be updated from time to time to reflect changes in such membership.

Associate Membership shall be open only to organizations that do not qualify for the Professional, Collegiate, Scholastic or Youth categories, and that conduct significant basketball programs or are otherwise associated with the sport of basketball in the United States. Associate Members are listed in Exhibit A attached hereto, which shall be updated from time to time to reflect changes in such membership.

Applications for membership in any of the categories listed in Section 6. In order to become a member of USA Basketball, an applicant must first be approved by action of the Board of Directors, whose decision shall be final and not subject to appeal. The determination of classification of a new member shall be as determined by the Board of Directors, whose decision shall be final and not subject to appeal. Any member that has not paid its annual dues by the following February 1 shall be deemed delinquent.

For purposes of the Illinois Nonprofit Corporation Act, members shall not have voting rights within USA Basketball, except that certain members shall have the right to elect or select certain members of the Board of Directors as provided in Section 8. Article 7. USA Basketball Assembly. Membership in USA Basketball is a privilege and not a right. USA Basketball reserves the right to accept or decline, in its sole discretion, applications for membership by those who may otherwise satisfy the requirements for membership in USA Basketball.

There shall be an annual USA Basketball Assembly at which representatives from all Members and other basketball constituencies in the United States shall gather to discuss issues of common interest in the sport of basketball. Article 8. Board of Directors. The affairs of this Association shall, subject to any limitations imposed by this Constitution, be governed and conducted by a Board of Directors.

Actions taken by the Board shall constitute the acts of this Association and have full binding effect. The Board shall consist of eleven voting members with a total of nineteen weighted votes. The Board shall approve a budget for the fiscal year. The Board of Directors shall oversee the management of this Association and its affairs, but it shall not manage the day-to-day affairs of this Association. Election of Directors. Each vote of a Professional Director shall count as two 2 votes.

Each vote of a Collegiate Director shall count as two 2 votes. Two 2 Directors meeting the definition of Active Athlete shall be elected as described in Section 8. Each vote of an Athlete Director shall count as two 2 votes. Each vote of the Scholastic Director shall count as one 1 vote.

One 1 Director shall be elected, as provided below, to represent National Competition Organizations. Current members of USA Basketball satisfying the definition of National Competition Organizations are identified in Exhibit A attached hereto, which shall be updated from time to time to reflect changes in such membership.

Each National Competition Organization may nominate one candidate for the position of Organizational Membership Director. Those nominees shall be vetted by the Nominating and Governance Committee, which will present then two candidates for election. The National Competition Organizations shall elect one individual from those presented by the Nominating and Governance Committee.

Each vote of the Organizational Membership Director shall count as one 1 vote. One 1 At-Large Director shall be elected as provided in Section 8. Each vote of the At-Large Director shall count as one 1 vote. To preserve organizational continuity, the Chairperson of USA Basketball at the beginning of the first annual meeting of the Board of Directors held after the Olympic Games referred to as the Immediate Past Chairperson shall serve ex officio on the Board of Directors.

The Immediate Past Chairperson shall not have a vote on matters brought before the Board of Directors. If the Immediate Past Chairperson is unable or unwilling to serve, or is already a Director in another capacity, then this position shall not be filled. Not less than thirty 30 days prior to the quadrennial regular meeting of the Board of Directors, the Nominating and Governance Committee shall propose between one 1 and three 3 nominees for the At-Large Board of Director position.

The names of those nominee s shall be submitted to the Board of Directors, which shall then elect the At-Large Director from among the nominee s. Selection of the At-Large Director shall be among the first orders of business at the first annual meeting held after the Olympic Games.

The Active Athlete members of the Board of Directors shall consist of one male and one female. The Active Athlete receiving the highest number of votes will be elected, and the Active Athlete of the opposite gender who receives the highest number of votes will also be elected.

If a vacancy occurs on the Board of Directors, whether by removal pursuant to Section 8. Directors may be removed as follows: 8. The Board of Directors may remove any Director, if the Board determines, by the affirmative vote of two-thirds of those Directors present and voting at a validly called meeting of the Board of Directors, that such Director no longer satisfies all of the Qualifications of Directors set forth in Section 8. Professional Directors may be removed and replaced at any time by action of the NBA.

Those Active Athletes entitled to vote in an election of the Active Athlete Directors may vote to remove an Active Athlete Director by the affirmative vote of two-thirds of the votes present and voting, at a validly called meeting, of the Active Athlete members. Written notice of such meeting must be delivered to all Active Athlete members entitled to vote, and such notice must state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice.

The National Competition Organizations may vote to remove an Organizational Membership Director by the affirmative vote of two-thirds of the National Competition Organizations present and voting, at a validly called meeting of the National Competition Organizations. Written notice of such meeting must be delivered to all National Competition Organizations entitled to vote, and such notice must state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice.

The Board of Directors may vote to remove an At-Large Director by the affirmative vote of two-thirds of those Directors present and voting, at a validly called meeting of the Board of Directors.

Written notice of such Board meeting must be delivered to all Directors entitled to vote, and such notice must state that a purpose of the meeting is to vote upon the removal of one or more Directors named in the notice. The Board of Directors may vote to remove the Immediate Past Chairperson by the affirmative vote of two-thirds of those Directors present and voting, at a validly called meeting of the Board of Directors.

The Board of Directors shall meet at least four times per year. A majority of the Board members must be present at a meeting to constitute a quorum. No Board member may be present by proxy or vote by proxy at a Board meeting. Except as otherwise provided herein, all matters brought before the Board are to be decided by a majority vote of those Directors present at the meeting provided that the meeting is otherwise properly called and held.

In lieu of a meeting, the Board may act by unanimous written consent.

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